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PERPETUA RESOURCES CORP.

For the period ended May 15, 2025. Filed Apr 2, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 15, 2025 · Filed Apr 2, 2025

PPTA$19.53+16.6%Stored close · as of Nov 6, 2026
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DEF 14A 1 tm252465-1_def14a.htm DEF 14A

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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PERPETUA RESOURCES CORP.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are invited to our 2025 annual general meeting (the “Annual Meeting” or “Meeting”) of the shareholders of PERPETUA RESOURCES CORP. (“Perpetua” or the “Company”).

​When​​Where​
​Thursday, May 15, 2025 10:00 a.m., Mountain Time​​Online at http://www.virtualshareholdermeeting.com/PPTA2025​
​Items of Business:​​Our Board of Directors Recommends You Vote:​
​• To receive and consider the audited financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2024; ​​​​​
​• To elect the ten (10) directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified; ​​​FOR the election of each director nominee​
​• To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2025 at a remuneration to be set by the directors; and ​​​FOR the ratification of the appointment​
​• To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. ​​​​​

The Board of Directors of the Company has fixed March 21, 2025 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to provide our notice of annual meeting, proxy statement and 2024 annual report to shareholders online, with paper copies available free of charge upon request. On or about April 4, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, instead of a paper copy of our proxy materials.

By Order of the Board of Directors

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Jonathan Cherry

President and Chief Executive Officer

April 1, 2025

Important Notice Regarding the Availability of Proxy Materials for the Perpetua Resources Corp. Shareholder Meeting to be Held on May 15, 2025. The Proxy Statement and our 2024 Annual Report on Form 10-K are available at the SEC’s website atwww.sec.gov, under our SEDAR+ profile atwww.sedarplus.ca and on our website atwww.investors.perpetuaresources.com.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.