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PERPETUA RESOURCES CORP

For the period ended Jun 30, 2024. Filed Aug 9, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Aug 9, 2024

PPTA$19.33-8.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Condensed Consolidated Financial Statements (Unaudited)

Item 1. Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

​​​​​​​
​ · ​ · June 30, · ​ · December 31,
​ · 2024 · 2023
ASSETS · ​ · ​
CURRENT ASSETS · ​ · ​
Cash and cash equivalents​$1,882,785​$3,229,462
Receivables​7,609,136​3,181,152
Prepaid expenses​754,752​443,312
​​10,246,673​6,853,926
NON-CURRENT ASSETS​​​
Buildings and equipment, net​504,899​385,049
Right-of-use assets​60,722​27,898
Environmental reclamation bond (Note 5)​​3,000,000​​3,000,000
Mineral properties and interest (Note 3)​64,485,250​72,820,365
TOTAL ASSETS​$78,297,544​$83,087,238
​​​​​​​
LIABILITIES AND SHAREHOLDERS’ EQUITY​​
CURRENT LIABILITIES​​
Trade and other payables​$4,326,321​$4,997,226
Lease liabilities​60,721​27,897
CWA settlement payable (Note 6)​​1,500,000​​2,000,000
Environmental reclamation liabilities (Note 5)​​786,972​​764,607
​​6,674,014​7,789,730
NON-CURRENT LIABILITIES​​
CWA settlement payable (Note 6)​3,000,000​3,000,000
TOTAL LIABILITIES​​9,674,014​​10,789,730
​​​​​​​
COMMITMENTS AND CONTINGENCIES (Note 6)​​
​​​​​​​
SHAREHOLDERS’ EQUITY (Note 4)​​
Common shares, no par value, unlimited shares authorized, 64,593,552 and 64,123,456 shares outstanding, respectively​621,022,849​618,581,910
Additional paid-in capital​​34,916,885​​34,413,562
Accumulated deficit​(587,316,204)​(580,697,964)
TOTAL SHAREHOLDERS’ EQUITY​​68,623,530​​72,297,508
​​​​​​​
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY​$78,297,544​$83,087,238

Perpetua Resources Corp.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

​​​​​​​​​​​​​
​ · ​ · For the three months ended June 30, · For the six months ended June 30,
​ · 2024 · 2023 · 2024 · 2023
EXPENSES · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Corporate salaries and benefits​$579,431​$421,185​$1,046,178​$812,168
Depreciation​31,392​18,748​57,753​35,702
Directors’ fees​54,449​58,848​317,082​280,110
Exploration​​10,464,037​​6,312,627​​17,006,397​​12,019,052
Environmental liability expense​​414,197​​(536,366)​​567,626​​581,937
CWA settlement expense (Note 6)​​—​​5,000,000​​—​​5,000,000
General and administration​121,353​​131,791​263,137​​294,279
Professional fees​385,536​​367,601​793,015​​645,084
Shareholder and regulatory​​139,323​​145,717​​263,865​​297,130
OPERATING LOSS​12,189,718​11,920,151​20,315,053​19,965,462
​​​​​​​​​​​​​
OTHER EXPENSES (INCOME)​​​​​​
Grant income​(8,475,643)​(4,085,746)​(13,645,381)​(7,367,457)
Interest income​(42,821)​(163,587)​(59,358)​(326,050)
Other expenses (income)​​2,461​​1,934​​7,926​​890
Total other expenses (income)​(8,516,003)​(4,247,399)​(13,696,813)​(7,692,617)
​​​​​​​​​​​​​
NET LOSS​$3,673,715​$7,672,752​$6,618,240​$12,272,845
​​​​​​​​​​​​​
NET LOSS PER SHARE, BASIC AND DILUTED​$0.06​$0.12​$0.10​$0.19
​​​​​​​​​​​​​
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED​64,514,387​63,164,231​64,317,594​63,091,673

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the three and six months ended June 30, 2024 and 2023

​​​​​​​​​​​​​​​
​ · ​ · Common Shares · ​ · Additional Paid · ​ · Accumulated · ​ · ​ · ​
​ · Shares · Amount · in Capital · Deficit · Total
BALANCE, December 31, 2022​63,011,777​$615,553,448​$32,203,858​$(561,926,784)​$85,830,522
Share based compensation—​—​​840,827​—​840,827
Share units distributed​115,256​​449,909​​(449,909)​​—​​—
Exercise of options​12,500​​64,687​​(24,015)​​—​​40,672
Net loss for the period—​—​​—​(4,600,093)​(4,600,093)
BALANCE, March 31, 202363,139,533​​616,068,044​​32,570,761​​(566,526,877)​​82,111,928
Share based compensation​—​​—​​784,282​​—​​784,282
Share units distributed​13,334​​54,936​​(54,936)​​—​​—
Exercise of options​12,500​​66,034​​(24,515)​​—​​41,519
Net loss for the period​—​​—​​—​​(7,672,752)​​(7,672,752)
BALANCE, June 30, 2023​63,165,367​$616,189,014​$33,275,592​$(574,199,629)​$75,264,977
​​​​​​​​​​​​​​​
BALANCE, December 31, 2023​64,123,456​$618,581,910​$34,413,562​$(580,697,964)​$72,297,508
Share based compensation—​—​​1,008,077​—​1,008,077
Share units distributed​228,422​​846,107​​(846,107)​​—​​—
Net loss for the period—​—​​—​(2,944,525)​(2,944,525)
BALANCE, March 31, 2024​64,351,878​​619,428,017​​34,575,532​​(583,642,489)​​70,361,060
Share based compensation​—​​—​​950,158​​—​​950,158
Restricted and performance shares units distributed​13,333​​54,932​​(54,932)​​—​​—
Exercise of share purchase options​228,341​​1,539,900​​(553,873)​​—​​986,027
Net loss for the period​—​​—​​—​​(3,673,715)​​(3,673,715)
BALANCE, June 30, 2024​64,593,552​$621,022,849​$34,916,885​$(587,316,204)​$68,623,530

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

​​​​​​​
​ · ​ · For the six months ended June 30,
​ · 2024 · 2023
OPERATING ACTIVITIES: · ​ · ​
Net loss​$(6,618,240)​$(12,272,845)
Adjustments to reconcile net loss to net cash used in operating activities:​​​​
Share based compensation (Note 4)​1,958,235​1,625,109
Depreciation​57,753​35,702
Change in fair value of warrant derivative​—​(1,732)
Environmental liability expense (Note 5)​​567,626​​581,937
Unrealized foreign exchange loss (gain)​3,089​(1,794)
Gain on sale of equipment​​(13,333)​​(25,000)
Changes in:​​​​
Receivables​(4,427,984)​(2,907,450)
Prepaid expenses​(311,440)​(321,157)
Trade and other payables​(670,905)​2,146,619
CWA settlement payable​​(500,000)​​5,000,000
Environmental reclamation liabilities​​(545,261)​​(2,375,690)
Net cash used in operating activities​(10,500,460)​​(8,516,301)
​​​​​​​
INVESTING ACTIVITIES:​​
Proceeds from sale of silver royalty​​8,335,115​​—
Purchase of building and equipment​(176,270)​(154,719)
Proceeds from sale of equipment​​12,000​​25,000
Net cash provided by (used in) investing activities​8,170,845​(129,719)
​​​​​​​
FINANCING ACTIVITIES:​​
Proceeds from exercise of share purchase options​986,027​82,191
Net cash provided by financing activities​986,027​82,191
​​​​​​​
Effect of foreign exchange on cash and cash equivalents​(3,089)​​1,794
​​​​​​​
Net increase (decrease) in cash and cash equivalents​(1,346,677)​​(8,562,035)
Cash and cash equivalents, beginning of period​3,229,462​​22,667,047
Cash and cash equivalents, end of period​$1,882,785​$14,105,012
​​​​​​​
NONCASH INVESTING AND FINANCING ACTIVITIES​​​​​​
Recognition of operating lease liability and right-of-use asset​$65,972​$65,061
​​​​​​​
CASH AND CASH EQUIVALENTS​​​​
Cash​$1,030,335​$3,481,313
Investment savings accounts​852,450​6,415,345
GICs and term deposits​—​4,208,354
Total cash and cash equivalents​$1,882,785​$14,105,012

Perpetua Resources Corp.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

**1.**Nature of Operations and Basis of Presentation

Perpetua Resources Corp. (the “Corporation”, the “Company”, “Perpetua Resources” or “Perpetua”) was incorporated on February 22, 2011 under theBusiness Corporation Act (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 Company currently operates inone segment, mineral exploration in the United States.

The unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Perpetua Resources Corp. and its wholly owned subsidiaries, Perpetua Resources Idaho, Inc. and Idaho Gold Resource Company, LLC. Intercompany transactions and balances have been eliminated.

The unaudited condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our annual financial statements for the year ended December 31, 2023. Operating results for the six months ended June 30, 2024 may not be indicative of results expected for the full year ending December 31, 2024. Management estimates that the Company’s 2024 effective tax rate will be 0% due to the Company’s cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to the Company’s ability to generate taxable income. Accordingly, there isno income tax provision or benefit for the six month period ended June 30, 2024.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported.

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. Although the Company’s current capital resources and liquidity include up to $59.2 million in funding awarded under the modified Technology Investment Agreement (“TIA”) pursuant to Title III of the Defense Production Act (“DPA”), 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 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; 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 June 30, 2024, $17.2 million remains available under the program.

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 unaudited condensed consolidated financial statements are issued.

These unaudited condensed 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.

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 common shares include outstanding share purchase options, restricted share units, performance share units, and deferred share units. Potentially dilutive shares as of June 30, 2024 and 2023, are as follows:

​​​​​
​ · ​ · June 30
​ · 2024 · 2023
Share purchase options​1,086,534​1,765,750
Share units​2,258,428​1,380,407
Balance3,344,962​3,146,157

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

**2.**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. Early adoption is permitted. We continue to evaluate the impact of this update however we do not expect any significant changes to our consolidated financial statements.

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 continue to evaluate the impact of this update however we do not expect any significant changes to our consolidated financial statements.

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.**Mineral Properties and Interest

The Company’s mineral properties and interest at the Stibnite Gold Project totaled $64,485,250 and $72,820,365 as of June 30, 2024 and December 31, 2023, 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 royalty upon the sale of project-related gold production.

On March 21, 2024, Perpetua Resources and its subsidiaries granted a perpetual 100% NSR royalty on the future payable silver production from the Project to Franco-Nevada 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 dore commencing in the seventh calendar year following commercial production and ending upon the completion of the fifteenth calendar year following commercial production. The silver royalty agreement 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 six months ended June 30, 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 payments due under option agreements during 2024 are approximately $180,000.

As of June 30, 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 the United States SEC Regulation 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.

**4.**Shareholders’ 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.
b.ATM Offering

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 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. During the twelve month period ended 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. No common shares were sold during the three and six months ended June 30, 2024. As of June 30, 2024, $17.2 million remained available under the program.

c.Share based compensation

Share based compensation was recognized in the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 as follows:

​​​​​​​​​​​​​
​ · ​ · Three months ended June 30, · ​ · Six months ended June 30,
​ · 2024 · 2023 · 2024 · 2023
Exploration​$500,819​$442,549​$947,929​$815,236
Corporate salaries and benefits​​394,890​​282,606​​693,224​​529,576
Directors’ fees​​54,449​​59,127​​317,082​​280,297
Total​$950,158​$784,282​$1,958,235​$1,625,109

Share purchase options

A summary of share purchase option activity within the Company’s share-based compensation plan (the “Plan”) for the year ended December 31, 2023 and six months ended June 30, 2024 is as follows:

​​​​​​
​ · ​ · Number of · ​ · Weighted Average
​ · Options · Exercise Price (C$)
Balance December 31, 20221,945,650​$9.23
Options exercised(25,000)​4.40
Options cancelled or forfeited(35,500)​11.48
Options expired(219,400)​7.07
Balance December 31, 20231,665,750​$9.54
Options exercised(228,341)​5.91
Options cancelled or forfeited—​—
Options expired​(350,875)​​9.52
Balance June 30, 20241,086,534​$10.31

During the three and six months ended June 30, 2024 and 2023, the Company’s total share based compensation from options was $nil (2023: $83,722) and $nil (2023: $164,042), respectively. No options were granted during the six months ended June 30, 2024 nor 2023. During the three and six months ended June 30, 2024, the intrinsic value of share purchase options exercised was $441,143 (2023: $18,124) and $441,143 (2023: $30,594), respectively.

An analysis of outstanding share purchase options as of June 30, 2024 is as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Options Outstanding · Options Exercisable
Range of Exercise · ​ · ​ · ​ · ​ · ​ · ​ · Remaining · ​ · ​ · ​ · ​ · ​ · ​ · Remaining
Prices (C$) · Number · Price (C$)1 · Life2 · Number · Price (C$)1 · Life2
$3.50 - $5.9020,000​​3.500.72​20,000​​3.500.72
$5.91 - $7.20198,534​​6.200.52​198,534​​6.200.52
$7.21 - $9.70130,000​​9.131.70​40,000​​9.131.70
$9.71 - $11.80738,000​​11.801.56​738,000​​11.801.56
$3.50 - $11.801,086,534​​10.311.37​996,534​​10.411.34
1Weighted Average Exercise Price (C$)
2Weighted Average Remaining Contractual Life (Years)

As of June 30, 2024, all unvested options are expected to vest and there isno unvested compensation. As of June 30, 2024, the intrinsic value of outstanding and exercisable share purchase options is $185,211 and $185,211, respectively.

Restricted Share Units

A summary of restricted share units (“RSUs”) activity awarded under the Plan for the year ended December 31, 2023 and six months ended June 30, 2024 is as follows:

​​​​​​
​Weighted Average
​ · ​ · Share · ​ · Grant Date
​ · ​ · 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​515,128​​3.02
Distributed (vested)​(241,755)​​3.72
Cancelled​(2,285)​​3.72
Unvested, June 30, 2024​872,728​$3.25

During the six months ended June 30, 2024, the Company awarded 515,128 RSUs (2023:370,039 RSUs) with a weighted average grant date fair value of $3.02 per RSU (2023: $3.42) or approximately $1.6 million in total (2023: $1.3 million).

During the three and six months ended June 30, 2024 and 2023, the Company has recognized $363,142 (2023: $350,791) and $691,941 (2023: $650,419), respectively, in compensation expense related to RSUs and expects to record an additional $1.6 million in compensation expense over the next 1.57 years. The unvested units of June 30, 2024 are scheduled to vest as follows:

​​​
Remainder of 20245,000
2025​438,945
2026249,818
2027​148,023
Total841,786

Unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination due to retirement if certain criteria are met.

Performance Share Units

A summary of performance share units (“PSUs”) and market-based performance share units (“MPSUs”) awarded under the Plan for the year ended December 31, 2023 and six months ended June 30, 2024 is as follows:

​​​​​​
​Weighted Average
​ · ​ · Share · ​ · Grant Date
​ · ​ · Units · ​ · Fair Value
Unvested, December 31, 2022263,266$6.77
Granted301,0355.80
Distributed(12,725)2.74
Cancelled(4,993)5.03
Unvested, December 31, 2023546,583$6.35
Granted​509,502​​4.75
Distributed​—​​—
Cancelled​(1,142)​​5.15
Unvested, June 30, 2024​1,054,943​$5.58

During the three and six months ended June 30, 2024 and 2023, the Company has recognized $532,567 (2023: $287,579) and $913,206 (2023: $508,137), respectively, in compensation expense related to PSUs and MPSUs and expects to record an additional $3.3 million in compensation expense over the next 2.0 years. The unvested units of June 30, 2024 are scheduled to vest as follows:

​​​
Remainder of 20243,500
2025377,233
2026283,862
2027​328,448
Total993,043

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. The 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. During the six months ended June 30, 2024, the Company awarded 120,000 PSUs (2023:3,500 PSUs) that had a weighted average grant date fair value of $3.95 (2023: $4.79), or $474,000 (2023: $16,765) in total.

Market-based PSUs: During the six months ended June 30, 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 athree 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 six months ended June 30, 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 share 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 share 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

A summary of deferred share units (“DSUs”) awarded under the Plan for the year ended December 31, 2023 and six months ended June 30, 2024 is as follows:

​​​​​​
​ · ​ · ​ · ​ · Weighted Average
​ · ​ · Share · ​ · Grant Date
​ · Units · Fair Value
Outstanding, December 31, 2022​145,675​$3.82
Granted​112,465​​3.53
Distributed​(31,566)​​3.77
Outstanding, December 31, 2023226,574​3.68
Granted104,183​3.39
Distributed​—​​—
Outstanding, June 30, 2024330,757​​3.59

Under the Plan, the Company may issue DSUs to non-employee directors. During the three and six months ended June 30, 2024,10,471 (2023:16,023) and 104,183 (2023:83,098) share units, respectively, with a fair value of $54,449 (2023: $62,190) and $353,087 (2023: $302,511) were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the unaudited condensed consolidated statements of operations.

d.Warrants

There was a total of 200,000 warrants outstanding as of December 31, 2022 that expired on May 9, 2023.

**5.**Environmental Reclamation Liability

On January 15, 2021, the Company agreed to an 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 six months ended June 30, 2024, the Company spent $0.5 million on ASAOC activities and estimates $0.8 million in remaining work to be completed in 2024. Movements in the environmental reclamation liability during the six months ended June 30, 2024 and 2023 are as follows:

​​​​​​​
​Six months ended June 30,
​ · 2024 · 2023
Balance at beginning of period$764,607​$10,800,936
Additions​567,626​581,937
Work performed on early action items​(545,261)​(2,375,690)
Balance at end of period$786,972​$9,007,183
​​​​​​​
Current portion$786,972​$8,412,823
Non-current portion​​—​​594,360
Balance at end of period​$786,972​$9,007,183

In 2021, 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.

6**.**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 $275,992 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.

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 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 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. andeight 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 an option to purchase these properties. As of June 30, 2024, the option payments due on these properties in 2024 are approximately $180,000, which will be paid this year. The agreements include options to extend.

d.Off Balance Sheet Arrangements

The Company hasno off-balance sheet arrangements as of June 30, 2024 and the date of this Quarterly Report.

*e.*Legal Update

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 generally 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 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. 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 afour-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 full 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 million during the second quarter of 2023. During the six month period ended June 30, 2024, the Company made the initial $500,000 legal expense payment. As of June 30, 2024, CWA settlement payable current portion is $1,500,000 with the remaining $3,000,000 classified as long-term.

The voluntary CERCLA ASAOC entered into by the Corporation, 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 presently developing and executing the Phase 1 early cleanup actions (known under CERCLA as “time critical removal actions”) that, after 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 work seasons. During the six months ended June 30, 2024, the Company spent $0.5 million on ASAOC activities 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.

**7.**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 three and six months ended June 30, 2024 and 2023, grant income, which is included within other income (expense) on the Consolidated Statements of Operations, included the following:

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended June 30, · ​ · Six months ended June 30,
Government Grant · 2024 · 2023 · 2024 · 2023
SBIR​$—​$25,000​$—​$99,998
DPA​8,440,373​4,060,746​11,049,634​7,267,459
DOTC​35,270​—​2,595,747​—
Total​$8,475,643​$4,085,746​$13,645,381​$7,367,457

At June 30, 2024 and December 31, 2023, grant receivable, which is included in receivables on the Consolidated Balance Sheets, include the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · June 30, · December 31,
​​2024​2023
DPA​$7,531,166​$1,232,025
DOTC​25,000​1,895,745
Total​$7,556,166​$3,127,770

Information regarding each individual grant is as follows:

Small Business Innovation Research (“SBIR”) Grant: In September 2022, the Company was awardedtwo 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 sono 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 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 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 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. The Company anticipates recognizing approximately $15,000,000 of additional grant income for the three months ended September 30, 2024. During the three and

six months ended June 30, 2024, the Company was reimbursed $1,793,364 (2023: $2,184,944) and $4,750,495 (2023: $4,244,605), 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. The Company anticipates recognizing approximately $900,000 of additional grant income for the next three months ended September 30, 2024. During the three and six months ended June 30, 2024, the Company received cash from this grant of $976,352 and $4,466,493 respectively, for reimbursement of certain costs incurred of $871,743 and $3,987,940 and 12% fee income of $104,609 and $478,553, respectively. During the three month and six months ended June 30, 2024, grant income includes $3,779 and $278,116, respectively,of 12% fee income earned on costs incurred. No grant income was earned during the six months ended June 30, 2023.

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