PERPETUA RESOURCES CORP. 10-K

Item 8. Financial Statements and Supplementary Data. ​ PERPETUA RESOURCES CORP. TABLE OF CONTENTS ​ Page ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) ​ F-2 ​ ​ ​ Consolidated Balance Sheets as of December 31, 2024 and 2023 ​ F-3 ​ ​ ​ Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 ​ F-4 ​ ​ ​ Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2024 and 2023 ​ F-5 ​ ​ Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023 ​ F-6 ​ ​ Notes to the Consolidated Financial Statements ​ F-7 ​ ​ ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Perpetua Resources Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Perpetua Resources Corp. and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has had continuing net losses and net negative working capital that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Denver, Colorado March 19, 2025 We have served as the Company’s auditor since 2021. ​ ​ F-2 Table of Contents Perpetua Resources Corp. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 ASSETS ​ ​ CURRENT ASSETS ​ ​ Cash and cash equivalents ​ $ 44,104,825 ​ $ 3,229,462 Receivables ​ 2,585,309 ​ 3,181,152 Prepaid expenses ​ 662,446 ​ 443,312 ​ ​ 47,352,580 ​ 6,853,926 NON-CURRENT ASSETS ​ ​ ​ ​ Buildings and equipment, net (Note 3) ​ 443,080 ​ 385,049 Right-of-use assets (Note 4) ​ 28,289 ​ 27,898 Environmental reclamation bond (Note 8) ​ ​ 3,000,000 ​ ​ 3,000,000 Mineral properties and interest (Note 5) ​ 66,786,048 ​ 72,820,365 TOTAL ASSETS ​ $ 117,609,997 ​ $ 83,087,238 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ CURRENT LIABILITIES ​ ​ Trade and other payables ​ $ 5,722,979 ​ $ 4,997,226 Lease liabilities (Note 4) ​ 28,288 ​ 27,897 CWA settlement payable (Note 9) ​ ​ 1,000,000 ​ ​ 2,000,000 Environmental reclamation liabilities (Note 8) ​ ​ — ​ ​ 764,607 ​ ​ 6,751,267 ​ 7,789,730 NON-CURRENT LIABILITIES ​ ​ CWA settlement payable (Note 9) ​ 2,000,000 ​ 3,000,000 TOTAL LIABILITIES ​ 8,751,267 ​ 10,789,730 ​ ​ ​ ​ ​ ​ ​ COMMITMENT AND CONTINGENCIES (Note 9) ​ ​ ​ ​ ​ ​ ​ ​ ​ SHAREHOLDERS’ EQUITY (Note 6) ​ ​ Common shares, without par value, unlimited shares authorized, 70,266,550 and 64,123,456 shares outstanding, respectively ​ 668,664,443 ​ 618,581,910 Additional capital ​ ​ 35,375,252 ​ ​ 34,413,562 Accumulated deficit ​ ( 595,180,965 ) ​ ( 580,697,964 ) TOTAL SHAREHOLDERS’ EQUITY ​ 108,858,730 ​ 72,297,508 ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ​ $ 117,609,997 ​ $ 83,087,238 ​ See accompanying notes to the Consolidated Financial Statements. ​ F-3 Table of Contents Perpetua Resources Corp. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 EXPENSES ​ ​ Corporate salaries and benefits ​ $ 2,427,506 ​ $ 1,770,351 Depreciation ​ 119,572 ​ 83,741 Directors’ fees ​ 425,956 ​ 369,142 Exploration ​ ​ 45,291,495 ​ ​ 29,907,708 Environmental liability expense (Note 8) ​ ​ 1,524,002 ​ ​ 898,173 CWA settlement expense (Note 9) ​ ​ — ​ ​ 5,000,000 General and administration ​ ​ 589,305 ​ ​ 614,348 Gain on disposal of buildings and equipment ​ ​ ( 13,333 ) ​ ​ ( 25,000 ) Professional fees ​ 1,243,744 ​ 1,161,797 Shareholder and regulatory ​ 517,888 ​ 493,948 OPERATING LOSS ​ 52,126,135 ​ 40,274,208 ​ ​ ​ ​ ​ ​ ​ OTHER EXPENSES (INCOME) ​ ​ ​ ​ Grant income (Note 10) ​ ​ ( 37,365,046 ) ​ ​ ( 21,077,882 ) Interest income ​ ( 246,444 ) ​ ( 442,943 ) Other expenses (income) ​ ​ ( 31,644 ) ​ ​ 17,797 Total other expenses (income) ​ ( 37,643,134 ) ​ ( 21,503,028 ) ​ ​ ​ ​ ​ ​ ​ NET LOSS ​ $ 14,483,001 ​ $ 18,771,180 ​ ​ ​ ​ ​ ​ ​ NET LOSS PER SHARE, BASIC AND DILUTED ​ $ 0.22 ​ $ 0.30 ​ ​ ​ ​ ​ ​ ​ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED ​ 65,619,452 ​ 63,190,941 ​ See accompanying notes to the Consolidated Financial Statements. ​ ​ ​ F-4 Table of Contents Perpetua Resources Corp. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 2024 and 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common Shares ​ Additional ​ Accumulated ​ ​ ​ ​ Number of Shares Amount Capital Deficit Total BALANCE, December 31, 2022 63,011,777 ​ $ 615,553,448 ​ $ 32,203,858 ​ $ ( 561,926,784 ) ​ $ 85,830,522 Shares sold through offering ​ 894,882 ​ ​ 2,771,679 ​ ​ — ​ ​ — ​ ​ 2,771,679 Shares issuance costs ​ — ​ ​ ( 654,108 ) ​ ​ — ​ ​ — ​ ​ ( 654,108 ) Share-based compensation — ​ — ​ ​ 3,038,404 ​ — ​ 3,038,404 Share unit distributed 191,797 ​ 780,170 ​ ​ ( 780,170 ) ​ — ​ — Exercise of share purchase options ​ 25,000 ​ ​ 130,721 ​ ​ ( 48,530 ) ​ ​ — ​ ​ 82,191 Net loss for the year — ​ — ​ ​ — ​ ( 18,771,180 ) ​ ( 18,771,180 ) BALANCE, December 31, 2023 64,123,456 ​ 618,581,910 ​ ​ 34,413,562 ​ ( 580,697,964 ) ​ 72,297,508 Shares sold through offerings 5,273,569 ​ 45,984,533 ​ ​ — ​ — ​ 45,984,533 Shares issuance costs — ​ ( 2,392,914 ) ​ ​ — ​ — ​ ( 2,392,914 ) Share-based compensation ​ — ​ ​ — ​ ​ 3,897,010 ​ ​ — ​ ​ 3,897,010 Share unit distributed ​ 250,150 ​ ​ 941,921 ​ ​ ( 941,921 ) ​ ​ — ​ ​ — Exercise of share purchase options ​ 619,375 ​ ​ 5,548,993 ​ ​ ( 1,993,399 ) ​ ​ — ​ ​ 3,555,594 Net loss for the year — ​ ​ — ​ ​ — ​ ( 14,483,001 ) ​ ( 14,483,001 ) BALANCE, December 31, 2024 70,266,550 ​ $ 668,664,443 ​ $ 35,375,252 ​ $ ( 595,180,965 ) ​ $ 108,858,730 ​ See accompanying notes to the Consolidated Financial Statements. ​ ​ F-5 Table of Contents Perpetua Resources Corp. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 OPERATING ACTIVITIES: ​ ​ Net loss ​ $ ( 14,483,001 ) ​ $ ( 18,771,180 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Share-based compensation (Note 6) ​ 3,897,010 ​ 3,038,404 Depreciation (Note 3) ​ 119,572 ​ 83,741 Gain on disposal of buildings and equipment ​ ( 13,333 ) ​ ( 25,000 ) Environmental liability expense (Note 9) ​ ​ 1,524,002 ​ ​ 898,173 Unrealized foreign exchange loss (gain) ​ 51,902 ​ ( 1,107 ) Other ​ ​ — ​ ​ ( 1,732 ) Changes in: ​ ​ ​ ​ Receivables ​ 595,843 ​ ( 2,901,002 ) Prepaid expenses ​ ( 19,566 ) ​ 171,618 Trade and other payables ​ 725,753 ​ 2,253,935 CWA settlement payable (Note 9) ​ ​ ( 2,000,000 ) ​ ​ 5,000,000 Environmental reclamation liabilities (Note 8) ​ ​ ( 2,288,609 ) ​ ​ ( 10,934,502 ) Net cash used in operating activities ​ ( 11,890,427 ) ​ ( 21,188,652 ) ​ ​ ​ ​ ​ ​ ​ INVESTING ACTIVITIES: ​ ​ ​ ​ Investment in mineral properties and interest (Note 5) ​ ( 2,300,798 ) ​ ( 300,992 ) Purchase of buildings and equipment ​ ( 176,270 ) ​ ( 148,810 ) Proceeds from sale of equipment ​ 12,000 ​ — Proceeds from sale of silver royalty (Note 5) ​ ​ 8,335,115 ​ ​ — Deposit on equipment purchase ​ ​ ( 199,568 ) ​ ​ — Net cash provided by (used in) investing activities ​ 5,670,479 ​ ( 449,802 ) ​ ​ ​ ​ ​ ​ ​ FINANCING ACTIVITIES: ​ ​ Proceeds from sale of common shares ​ ​ 45,984,533 ​ ​ 2,771,679 Payment of share issue costs ​ ( 2,392,914 ) ​ ( 654,108 ) Proceeds from exercise of share purchase options (Note 6) ​ 3,555,594 ​ 82,191 Net cash provided by financing activities ​ 47,147,213 ​ 2,199,762 ​ ​ ​ ​ ​ ​ ​ Effect of foreign exchange on cash and cash equivalents ​ ( 51,902 ) ​ ​ 1,107 ​ ​ ​ ​ ​ ​ ​ Net increase (decrease) in cash and cash equivalents ​ 40,875,363 ​ ​ ( 19,437,585 ) Cash and cash equivalents, beginning of year ​ 3,229,462 ​ ​ 22,667,047 Cash and cash equivalents, end of year ​ $ 44,104,825 ​ $ 3,229,462 ​ ​ ​ ​ ​ ​ ​ NON-CASH INVESTING AND FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Recognition of operating lease liability and right-of-use asset ​ $ 65,972 ​ $ 65,061 Trade-in value on equipment ​ ​ 1,333 ​ ​ 25,000 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS ​ ​ ​ ​ Cash ​ $ 21,319,558 ​ $ 2,093,817 Investment savings accounts ​ 22,785,267 ​ 1,135,645 Total cash and cash equivalents ​ $ 44,104,825 ​ $ 3,229,462 ​ See accompanying notes to the Consolidated Financial Statements. ​ ​ ​ F-6 Table of Contents Perpetua Resources Corp. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Nature of Operations and Going Concern Assessment Perpetua Resources Corp. (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, 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 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, 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. ​ 2. Summary of Significant Accounting Policies a . Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). b. Basis of Consolidation These consolidated financial statements include the results of Perpetua Resources and its wholly owned subsidiary companies Perpetua Resources Idaho, Inc. and Idaho Gold Resource Company, LLC. All intercompany transactions, balances, income and expenses have been eliminated. F-7 Table of Contents c. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations and share-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. d. Functional and Reporting Currency Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional and reporting currency of the Company and its subsidiaries is the U.S. Dollar (“USD” or “$”). All amounts in these consolidated financial statements are in USD, unless otherwise stated. Transactions in currencies other than the entity’s functional currency are recorded at the exchange rate prevailing at the dates of the transactions. Monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in the Consolidated Statements of Operations. e . Cash and Cash Equivalents For the purpose of the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, the Company considers all highly liquid investments readily convertible to a known amount of cash with an original maturity of three months or less and subject to an insignificant risk of changes in value to be cash equivalents. f. Buildings and Equipment Buildings and equipment are recorded at cost less depreciation and depletion and accumulated impairment losses, if any. We capitalize expenditures for improvements that significantly extend the useful life of an asset. We charge expenditures for maintenance and repairs to operations when incurred. When an asset is sold, we recognize a gain (loss) in the Consolidated Statements of Operations based upon the proceeds received on the sale less the net carrying value of the asset. The cost of self-constructed assets includes the cost of materials, direct labor and an appropriate portion of normal overhead. Portions of interest costs incurred on debt is capitalized as a part of the cost of constructing or acquiring certain qualifying assets. The Company depreciates its assets, less their estimated residual values, as follows: ​ ​ ​ ​ ​ ​ Category Method Useful life Equipment and Vehicles Straight-line 3 to 7 years Building Leasehold Improvements Straight-line 5 to 8 years ​ Buildings and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of buildings and equipment, the recoverability test is performed using undiscounted net cash flows related to the assets or asset group. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets or asset group. F-8 Table of Contents g. Mineral Properties and Interest Perpetua Resources is in the development stage based on the Company’s Probable Mineral Reserves as set forth in the Technical Report Summary, dated as of December 31, 2021, and amended as of June 6, 2022 (the “TRS”). Mineral properties and interest acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are capitalized as mineral properties and interest acquisition costs at such time as the payments are made. 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 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. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future are written off. We review and evaluate the net carrying value of mineral properties and interest for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value. The recoverability of the carrying values of mineral properties and interest is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. h. Leases Upon inception, we determine if a contractual arrangement is, or contains, a lease. Right-of-use (“ROU”) assets and liabilities related to operating leases are separately reported in the Consolidated Balance Sheets. The Company currently has no financing leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Operating lease ROU assets and liabilities also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. i. Share Based Compensation 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. For awards with graded vesting, the fair value of each tranche is measured separately and recognized over its respective vesting period. The total amount recognized as expense is adjusted to reflect the number of share options which ultimately vest. The Company recognizes forfeitures as they occur. F-9 Table of Contents The fair value of share purchase 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 stock price volatility, and interest rate. 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 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. The fair value of performance-based awards is adjusted for the probability of achieving the performance conditions and is recognized on a straight-line basis over the term of the award agreement. 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 stock price volatilities and related indices, the interest rate, and the probability of awards expected to vest. j. Reclamation and Remediation Costs and Asset Retirement Obligations The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration, development and production activities. The estimated costs associated with environmental reclamation liabilities are accrued in the period in which the liability is incurred if it is reasonably estimable or known. Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature of Company’s operations, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company periodically reviews accrued liabilities for such reclamation and remediation costs as evidence indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the Consolidated Statements of Operations in the period an estimate is revised. The Company recognizes asset retirement obligations for statutory, contractual, or legal obligations associated with buildings and equipment and mineral interests and properties when those obligations result from the acquisition, construction, development or normal operation of the assets. The Company records a liability for the present value of estimated reclamation costs, and the related asset created with it, in the period in which the liability is incurred. The liability is accreted, and the asset is depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation are made in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value of such costs. The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. The Company has no asset retirement obligations as of December 31, 2024 and 2023. k. Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. At December 31, 2024 and 2023, the Company has no assets and no liabilities that are remeasured at fair value on a recurring basis. F-10 Table of Contents l. Income Taxes Income taxes are accounted for under the liability method. Under this method deferred income tax liabilities or assets are recorded for expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of those assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. We provide for federal, state and foreign income taxes currently payable, if any. Federal, state and foreign tax benefits are recorded as a reduction of income taxes, when applicable. A valuation allowance is recorded against deferred tax assets if management does not believe the Company is more likely than not that the asset will be recognized. We evaluate available positive and negative evidence available to determine the amount of valuation allowance required on our deferred tax assets. We evaluate uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. m. Loss Per Share Basic loss per share is computed by dividing the net loss 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 vesting and distribution of awarded share units, if dilutive. 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: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Share purchase options ​ 695,500 ​ 1,665,750 Share units (RSU, PSU, DSU) ​ 2,270,852 ​ 1,374,797 Total 2,966,352 ​ 3,040,547 ​ All potentially dilutive shares were excluded from the calculation of diluted loss per share as their exercise and conversion would be anti-dilutive. n. Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and the environmental reclamation bond. The fair values of these instruments approximate their carrying value given their short-term nature unless otherwise noted. o. Concentration of Credit Risk The financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents. The Corporation holds most of its cash with Canadian chartered banks and the risk of default is considered to be remote. As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions. p. Grant Income From time to time, the Company may be awarded government grants. U.S. GAAP does not have specific accounting standards covering government grants to business entities. The Company applies International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance by analogy when accounting for government grants. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. After initial recognition, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. A grant receivable is recognized if it compensates for expenses or losses already incurred. The Company has adopted the disclosure requirements of Accounting Standards Codification (“ASC”) 832 Government Assistance. F-11 Table of Contents q . Research and Development Costs Research and development costs are recognized as operating expenses when incurred and are classified as exploration costs. r. Recently Issued Accounting Pronouncements 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. Among the disclosure enhancements are new disclosures regarding significant segment expenses that are regularly provided to the chief operating decision-maker and included within each reported measure of segment profit or loss, as well as other segment items bridging segment revenue to each reported measure of segment profit or loss. 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. 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): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. 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. 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. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption. ​ 3. Buildings and Equipment At December 31, 2024 and 2023, the Company’s buildings and equipment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 December 31, 2023 Buildings ​ $ 2,301,375 ​ $ 2,249,908 Equipment and Vehicles ​ 4,359,327 ​ 4,380,047 ​ ​ 6,660,702 ​ 6,629,955 Accumulated Depreciation ​ ( 6,217,622 ) ​ ( 6,244,906 ) Balance ​ $ 443,080 ​ $ 385,049 ​ Depreciation expense on buildings and equipment for the years ended December 31, 2024 and 2023 was $ 119,572 and $ 83,741 , respectively. ​ 4. Leases During 2024, the Company had two lease agreements for building space in Donnelly and Boise, Idaho both of which have been determined to be operating leases. 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 estimated incremental borrowing rate. The weighted average remaining lease term for operating leases as of December 31, 2024 was 0.4 years. At December 31, 2024, all remaining undiscounted lease payments of $ 29,000 will be paid in 2025. F-12 Table of Contents 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. ​ 5. Mineral Properties and Interest At December 31, 2024 and 2023, the Company’s mineral properties and interest at the Stibnite Gold Project totaled $ 66,786,048 and $ 72,820,365 , respectively. The Company’s subsidiaries acquired mineral rights to the Stibnite Gold Project through several transactions. 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. 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. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Although the Company has taken steps to review and verify mineral rights to the properties in which it has an interest, in accordance with industry standards for properties in the development stage, these procedures do not guarantee the Company’s title and interests. Mineral title may be subject to unregistered prior agreements and noncompliance with regulatory requirements. ​ 6 . Equity a. Authorized ● Unlimited number of common shares without par value. ● Unlimited number of first preferred shares without par value. ● Unlimited number of second preferred shares without par value. F-13 Table of Contents b. Offerings ATM : 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. c. Share-based compensation 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: 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: 1) authorized but unissued shares, 2) treasury shares, or 3) shares purchased on the open market or by private purchase. Share-based compensation for the years ended December 31, 2024 and 2023 was recognized in the Consolidated Statements of Operations as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Exploration ​ $ 1,980,157 ​ $ 1,594,534 Corporate salaries and benefits ​ 1,490,897 ​ 1,074,728 Directors’ fees ​ 425,956 ​ 369,142 Total ​ $ 3,897,010 ​ $ 3,038,404 ​ F-14 Table of Contents Share Purchase Options A summary of share purchase option activity within the Company’s share-based compensation plan for the years ended December 31, 2024 and 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ Number of Options Exercise Price (C$) Balance, December 31, 2022 1,945,650 ​ $ 9.23 Options granted — ​ — Options expired ( 219,400 ) ​ 7.07 Options cancelled or forfeited ( 35,500 ) ​ 11.48 Options exercised ( 25,000 ) ​ 4.40 Balance, December 31, 2023 1,665,750 ​ $ 9.54 Options granted — ​ — Options expired ( 350,875 ) ​ 9.52 Options cancelled or forfeited — ​ — Options exercised ( 619,375 ) ​ 8.04 Balance, December 31, 2024 695,500 ​ $ 10.88 ​ 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. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. No options were granted during the years ended December 31, 2024 and 2023. 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 The following table summarizes activity for restricted share units (“RSUs”) awarded under the Plan that vest over the required service period of the participant. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ ​ Grant Date ​ Share Units Fair Value Unvested, December 31, 2022 ​ 371,956 $ 4.13 Granted ​ 385,039 ​ 3.40 Distributed (vested) ​ ( 147,506 ) ​ 4.23 Cancelled ​ ( 7,849 ) ​ ​ 3.72 Unvested, December 31, 2023 ​ 601,640 ​ $ 3.64 Granted ​ ​ 521,128 ​ ​ 3.10 Distributed (vested) ​ ​ ( 248,755 ) ​ ​ 3.76 Cancelled ​ ​ ( 2,285 ) ​ ​ 3.72 Unvested, December 31, 2024 ​ ​ 871,728 ​ $ 3.28 ​ During the years ended December 31, 2024 and 2023, the Company awarded 521,128 RSUs (2023: 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. F-15 Table of Contents During the years ended December 31, 2024 and 2023, the Company has recognized $ 1,450,183 and $ 1,262,926 , respectively in compensation expense for Restricted Share Units. 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, 2024 are expected to vest as follows: ​ ​ ​ ​ 2025 440,945 2026 251,818 2027 ​ 148,023 Total 840,786 ​ 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. Performance Share Units The following table summarizes activity for performance share units (“PSUs”) and market-based performance share units (“MPSUs”) awarded under the Plan: ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ Share ​ Grant Date ​ ​ Units ​ Fair Value Unvested, December 31, 2022 263,266 $ 6.77 Granted 301,035 5.80 Distributed ​ ( 12,725 ) ​ ​ 2.74 Cancelled ​ ( 4,993 ) ​ ​ 5.03 Unvested, December 31, 2023 546,583 $ 6.35 Granted ​ 515,502 ​ ​ 4.81 Distributed ​ ( 1,395 ) ​ ​ 4.79 Cancelled ( 3,247 ) 4.92 Unvested, December 31, 2024 1,057,443 $ 5.61 ​ During the years ended December 31, 2024 and 2023, the Company recognized $ 1,984,866 and $ 1,089,214 respectively, in compensation expense related to PSUs and MPSUs. The Company expects to record an additional $ 2.3 million in compensation expense over the next 1.64 years. 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 expected to vest as follows: ​ ​ ​ ​ 2025 ​ 383,233 2026 283,862 2027 328,448 Total 995,543 ​ PSUs : 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 . Upon the achievement of the conditions, any unvested PSUs become fully vested. Certain vesting provisions also apply in the event of the employee’s termination of employment by the Company without cause or a termination of employment due to the employee’s death, disability, or retirement if certain criteria are met. During the year ended December 31, 2024, PSUs awarded had a weighted average grant date fair value of $ 4.23 per PSU, or $ 533,400 in total. During the year ended December 31, 2023, PSUs awarded had a weighted average grant date fair value of $ 3.67 per PSU, or $ 86,165 in total. F-16 Table of Contents MPSUs : During the years ended December 31, 2024 and 2023, the Company granted MPSUs where vesting is based on the Company’s cumulative total shareholder return (“TSR”) as compared to the constituents that comprise the VanEck Junior Gold Miners ETF (“GDXJ Index”) a group of similar junior gold mining companies, over a three year period (the “Performance Period”). The ultimate number of MPSUs that vest may range from 0 % to 200 % of the original target number of shares depending on the relative achievement of the TSR performance measure at the end of the Performance Period. Because the number of MPSUs that are earned will be based on the Company’s TSR over the Performance Period, the MPSUs are considered subject to a market condition. Compensation cost is recognized ratably over the Performance Period regardless as to whether the market condition is actually satisfied; however, the compensation cost will reverse if an employee terminates prior to satisfying the requisite service period. During the year ended December 31, 2024, the Company awarded 389,502 MPSUs (2023: 277,535 MPSUs) that had a weighted grant date fair value of $ 5.00 (2023: $ 5.98 ) per MPSU or approximately $ 1.9 million (2023: $ 1.7 million) in total. 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 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. The per MPSU grant date fair value for the market condition was based on the following variables: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 ​ Grant date fair value ​ $ 5.00 ​ $ 5.98 ​ Risk-free interest rate ​ ​ 4.38 % ​ 4.15 % Expected term (in years) ​ ​ 3.0 ​ ​ 3.0 ​ Expected stock price volatility ​ ​ 57.36 % ​ 65.74 % Expected dividend yield ​ ​ — ​ ​ — ​ ​ 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. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield of zero was used since it is the mathematical equivalent to reinvesting dividends in each issuing entity over the Performance Period. Deferred Share Units The following table summarizes activity for deferred share units (“DSUs”) awarded under the Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ Share Units Grant Date Fair Value Outstanding, December 31, 2022 145,675 ​ $ 3.82 Granted 112,465 ​ 3.53 Distributed ( 31,566 ) ​ 3.77 Outstanding, December 31, 2023 ​ 226,574 ​ $ 3.68 Granted 115,107 ​ 4.01 Distributed ​ — ​ ​ — Outstanding, December 31, 2024 341,681 ​ $ 3.79 ​ Under the Plan, the Company may issue DSUs to non-employee directors. During the years ended December 31, 2024 and 2023, 115,107 and 112,465 shares, respectively, with a grant date fair value of $ 461,961 and $ 396,908 , respectively, were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the Consolidated Statements of Operations. The DSUs are fully vested as of the date of grant. During the years ended December 31, 2024 and 2023, the fair value of DSUs distributed was $ nil and $ 109,534 , respectively. ​ F-17 Table of Contents 7. Income taxes No benefit (provision) has been recognized for the years ended December 31, 2024 and 2023. The United States and Canada components of net loss for the years ended December 31, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 United States ​ $ 7,576,870 ​ $ 13,184,435 Canada ​ 6,906,131 ​ 5,586,745 Total ​ $ 14,483,001 ​ $ 18,771,180 ​ The benefit (provision) for income taxes reported differs from the amount computed by applying the applicable income tax rates to the loss before the tax provision due to the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Income tax benefit computed at statutory rate of 21 % ​ $ ( 3,041,430 ) ​ $ ( 3,941,948 ) State tax, net of federal tax benefit ​ ( 651,597 ) ​ ( 860,095 ) Difference in foreign tax rates ​ ( 1,117,211 ) ​ ( 682,386 ) Change in state tax rate ​ 186,472 ​ 451,821 Deferred tax adjustments ​ ​ ( 175,780 ) ​ ​ ( 1,414,333 ) Change in valuation allowance ​ 4,324,982 ​ 6,279,227 Non-deductible (taxable) items: ​ ​ ​ ​ Share-based compensation ​ 748,565 ​ 275,189 Equity finance costs ​ ​ ( 276,266 ) ​ ​ ( 239,618 ) Other ​ 2,265 ​ 132,143 Income tax provision (benefit) ​ $ — ​ $ — ​ The significant components of the Company’s deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Net operating loss carryforward – U.S. ​ $ 42,705,202 ​ $ 42,897,060 Net operating loss carryforward – CAD ​ 12,439,837 ​ 10,870,180 Buildings and equipment ​ 380,364 ​ 423,286 Mineral interest and properties ​ 24,499,116 ​ 19,810,660 Financing costs ​ ​ 880,244 ​ ​ 510,424 Environmental obligation ​ ​ — ​ ​ 67,717 CWA settlement payable ​ ​ 509,981 ​ ​ 1,279,100 Share-based compensation ​ ​ 2,101,985 ​ ​ 2,575,273 Other ​ 53,332 ​ 441,559 Deferred tax assets ​ 83,570,061 ​ 78,875,259 Less valuation allowance ​ ( 83,570,061 ) ​ ( 78,875,259 ) Net deferred tax assets ​ $ — ​ $ — ​ F-18 Table of Contents The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2024 and 2023, the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on the weight of all available evidence. The resulting valuation allowance recorded against the net deferred tax assets of the Company is approximately $ 83.6 million and $ 78.9 million as of December 31, 2024 and 2023, respectively. At December 31, 2024, approximately $ 880,244 of the allowance balance relates to future tax benefits that will be credited directly to equity once it is recognized. The changes in the valuation allowance for the years ended December 31, 2024 and 2023 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 Valuation allowance on deferred tax assets, beginning of year ​ $ ( 78,875,259 ) ​ $ ( 92,702,215 ) Change related to: ​ ​ ​ ​ ​ ​ Valuation allowance movement recognized in continuing operations ​ ( 4,324,982 ) ​ ( 6,279,227 ) Valuation allowance movement associated with mineral property acquisition ​ ​ — ​ ​ 20,043,175 Valuation allowance movement recognized in equity ​ ( 369,820 ) ​ 63,008 Valuation allowance on deferred tax assets, end of year ​ $ ( 83,570,061 ) ​ $ ( 78,875,259 ) ​ As of December 31, 2024, the Company has U.S. loss carryforwards of approximately $ 82.2 million that expire in 2029 through 2037 and approximately $ 93.7 million with no expiration but which are subject to an 80 % limitation upon utilization. The Company has state net operating loss carryforwards of approximately $ 128.5 million that expire in 2031 through 2043 and Canadian loss carryforwards of approximately $ 46.1 million that expire in 2031 through 2044 available to reduce future years’ income for tax purposes. The deferred tax asset table above reflects the tax-effected balances of the Company’s net operating loss carryforwards using a 25.50 % rate for U.S.-based carryforwards and 27.00 % rate for Canada-based carryforwards. Our utilization of U.S. net operating loss carryforwards may be subject to annual limitations under Section 382 of the Code due to changes in control that may have occurred as a result of recent capital transactions. In 2024 and 2023, the Company evaluated its tax positions for years which remain subject to examination by major tax jurisdictions and as a result concluded no adjustment was necessary. The Company files income tax returns in the U.S. and Canada federal jurisdictions, the state of Idaho jurisdiction, and the province of British Columbia jurisdiction. The Company had no unrecognized tax benefits as of December 31, 2024 and 2023. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in its income tax provision. U.S. tax returns for the years 2021 to 2023 and Canadian tax returns for the years 2020 to 2023 remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions. Tax returns for years prior to 2021 may remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes from prior years can be adjusted during an audit of a later year. ​ 8. Environmental Reclamation Liabilities 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. The provision for the liability associated with the terms of the ASAOC is based on cost estimates developed with the use of engineering consultants, independent contractor quotes and the Company’s internal development team. The timing of cash flows is based on the latest schedule for early action items. 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, 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, ​ 2024 2023 Balance at beginning of year ​ $ 764,607 ​ $ 10,800,936 Additions ​ 1,524,002 ​ 898,173 Work performed on early action items ​ ( 2,288,609 ) ​ ( 10,934,502 ) Balance at end of year ​ $ — ​ $ 764,607 ​ ​ ​ ​ ​ ​ ​ Current portion ​ $ — ​ $ 764,607 Non-current portion ​ ​ — ​ ​ — Balance ​ $ — ​ $ 764,607 ​ The Company provided $ 7.5 million in financial assurance for Phase 1 projects under the ASAOC. The Company paid $ 3.0 million in cash collateral for a surety bond related to the ASAOC statement of work in early 2021. F-19 Table of Contents 9. Commitments and Contingencies a. Mining Claim Assessments 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.’ b. 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 (“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. The Stibnite Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Perpetua Resources Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho. c. Option Payments on Other Properties 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. d. Off balance sheet arrangements The Company has no off-balance sheet arrangements as of December 31, 2024 and the date of this Annual Report. e. Legal Update 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 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. The Settlement Agreement provides for total payments of $ 5 million by Perpetua over a four-year period. This includes $ 4 million of contributions by Perpetua to a South Fork Salmon Water Quality Enhancement Fund (the “Fund”) to be used by the Nez Perce Tribe to support water quality improvement projects in the South Fork Salmon River watershed and $ 1 million of reimbursements to the Nez Perce Tribe for legal expenses. Following a 45-day review period by the United States Justice Department and the U.S. 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. F-20 Table of Contents The voluntary CERCLA ASAOC entered into by the Company, the U.S. 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. 10. Government Grants The Company has been awarded government grants by the U.S. Department of Defense (“DOD”) as described below. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, Government Grant ​ 2024 2023 SBIR ​ $ — ​ $ 124,997 DPA ​ 33,619,111 ​ 15,601,205 DOTC ​ 3,745,935 ​ 5,351,680 Total ​ $ 37,365,046 ​ $ 21,077,882 ​ At December 31, 2024 and 2023, grant receivable, which is included in receivables on the Consolidated Balance Sheets, include the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ As at December 31, Government Grant ​ 2024 2023 DPA ​ $ 2,382,594 ​ $ 1,232,025 DOTC ​ 106,827 ​ 1,895,745 Total ​ $ 2,489,421 ​ $ 3,127,770 ​ Information regarding each individual grant is as follows: Small Business Innovation Research (“SBIR”) Grant : In September 2022, the Company was awarded two separate funding grants from the U.S. Department of Defense (“DOD”) Defense Logistics Agency (“DLA”) totaling $ 200,000 to study the domestic production of military-grade antimony trisulfide. The programs were complete in September 2023 so no additional grant income is anticipated under the program. 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 F-21 Table of Contents 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 : On August 18, 2023, the Company’s wholly owned subsidiary, Perpetua Resources Idaho, Inc., was awarded an Ordnance Technology Initiative Agreement (“OTIA”) of up to $ 15.5 million under the Prototype Other Transaction Authority of the DOD through the DOTC. The funding objective of the OTIA is to demonstrate a fully domestic antimony trisulfide supply chain using ore from the Stibnite Gold Project site. The OTIA designates funding to the Company to conduct activities to meet this objective, including obtaining additional core samples from the Project site, conducting a pilot plant study to produce mil-spec antimony trisulfide from the samples, designing a full-scale process circuit, and delivering a modular pilot plant for the DOD to use in further investigations. Under the OTIA, the Company will be reimbursed for these activities on a cost-plus fixed fee basis over the 24-month period of performance. The current estimated amount is $ 15.5 million, which is subject to adjustment by the DOD based on scope, costs, budget, or other factors as the program advances. Perpetua will be entitled to reimbursement for all costs incurred under the agreement, with the negotiated fee being 12 %. The OTIA contains customary terms and conditions for OTIAs, including ongoing reporting obligations. 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. ​ 11. 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 ​ 2024 2023 Consulting and labor cost ​ $ 8,730,881 ​ $ 6,869,587 Engineering ​ 23,155,660 ​ 9,713,607 Environmental and reclamation ​ 371,881 ​ 206,667 Field office and drilling support ​ 3,629,986 ​ 2,448,487 Legal and sustainability ​ 1,215,792 ​ 1,534,147 Permitting ​ 8,187,295 ​ 9,135,213 Total Exploration ​ $ 45,291,495 ​ $ 29,907,708 ​ ​ ​ ​ F-22 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. ​