PERPETUA RESOURCES CORP.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 14, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Item 1. Financial Statements.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| · · September 30, · · December 31, | ||||||
| · 2025 · 2024 | ||||||
| ASSETS · · | ||||||
| CURRENT ASSETS · · | ||||||
| Cash and cash equivalents | | $445,834,284 | | $44,104,825 | ||
| Receivables (Note 7) | | 2,615,808 | | 2,585,309 | ||
| Prepaids | | 1,101,157 | | 662,446 | ||
| Deposits (Note 6) | | | 10,603,583 | | | — |
| | | 460,154,832 | | 47,352,580 | ||
| NON-CURRENT ASSETS | | | | |||
| Buildings and equipment, net | | 1,457,080 | | 443,080 | ||
| Right-of-use assets | | 48,707 | | 28,289 | ||
| Deposits (Note 6) | | | 13,105,337 | | | — |
| Environmental reclamation bond | | | 3,000,000 | | | 3,000,000 |
| Mineral properties and interest (Note 3) | | 67,120,990 | | 66,786,048 | ||
| TOTAL ASSETS | | $544,886,946 | | $117,609,997 | ||
| | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | ||||
| CURRENT LIABILITIES | | | ||||
| Trade and other payables | | $10,843,385 | | $5,722,979 | ||
| Lease liabilities | | 48,706 | | 28,288 | ||
| CWA settlement payable (Note 6) | | | — | | | 1,000,000 |
| | | 10,892,091 | | 6,751,267 | ||
| NON-CURRENT LIABILITIES | | | | |||
| CWA settlement payable (Note 6) | | 2,000,000 | | 2,000,000 | ||
| TOTAL LIABILITIES | | | 12,892,091 | | | 8,751,267 |
| | | | | | | |
| COMMITMENT AND CONTINGENCIES (Note 6) | | | ||||
| | | | | | | |
| SHAREHOLDERS’ EQUITY (Note 4) | | | ||||
| Common shares, without par value, unlimited shares authorized, 107,616,062 and 70,266,550 shares outstanding, respectively | | 1,136,586,740 | | 668,664,443 | ||
| Additional capital | | | 30,576,132 | | | 35,375,252 |
| Accumulated deficit | | (635,168,017) | | (595,180,965) | ||
| TOTAL SHAREHOLDERS’ EQUITY | | | 531,994,855 | | | 108,858,730 |
| | | | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $544,886,946 | | $117,609,997 | ||
Perpetua Resources Corp.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · For the three months ended September 30, · · For the nine months ended September 30, | ||||||||||||
| · 2025 · 2024 · 2025 · 2024 | ||||||||||||
| EXPENSES · · · · · | ||||||||||||
| Corporate salaries and benefits | | $411,167 | | $572,176 | | $1,097,045 | | $1,618,354 | ||||
| Depreciation | | 35,694 | | 30,886 | | 98,884 | | 88,639 | ||||
| Directors’ fees | | 54,403 | | 54,436 | | 356,330 | | 371,518 | ||||
| Exploration | | | 32,127,183 | | | 14,510,853 | | | 56,187,149 | | | 31,517,250 |
| Environmental liability expense | | | — | | | 854,662 | | | — | | | 1,422,288 |
| General and administration | | 197,100 | | | 140,829 | | | 478,887 | | | 403,966 | |
| Professional fees | | 791,872 | | | 253,185 | | | 1,754,008 | | | 1,046,200 | |
| Shareholder and regulatory | | | 120,121 | | | 117,880 | | | 467,523 | | | 381,745 |
| OPERATING LOSS | | 33,737,540 | | 16,534,907 | | 60,439,826 | | 36,849,960 | ||||
| | | | | | | | | | | | | |
| OTHER (INCOME) EXPENSES | | | | | ||||||||
| Grant income (Note 7) | | (3,332,365) | | (12,920,417) | | (14,636,934) | | (26,565,798) | ||||
| Interest income | | (4,673,147) | | (41,810) | | (5,815,137) | | (101,168) | ||||
| Other (income) expenses | | | 24,092 | | | (7,700) | | | (703) | | | 226 |
| Total other (income) expenses | | (7,981,420) | | (12,969,927) | | (20,452,774) | | (26,666,740) | ||||
| | | | | | | | | | | | | |
| NET LOSS | | $25,756,120 | | $3,564,980 | | $39,987,052 | | $10,183,220 | ||||
| | | | | | | | | | | | | |
| NET LOSS PER SHARE, BASIC AND DILUTED | | $0.24 | | $0.05 | | $0.47 | | $0.16 | ||||
| | | | | | | | | | | | | |
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED | | 107,020,838 | | 65,537,015 | | 84,838,623 | | 64,735,961 | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)
For the three and nine months ended September 30, 2025 and 2024
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · Common Shares · · Additional · · Accumulated · · · | ||||||||||||||
| · Shares · Amount · Capital · Deficit · Total | ||||||||||||||
| 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 |
| Share 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 |
| Share-based compensation | | — | | | — | | | 947,537 | | | — | | | 947,537 |
| Share units distributed | | 1,395 | | | 6,682 | | | (6,682) | | | — | | | — |
| Share sold through offering | | 1,834,104 | | | 11,005,174 | | | — | | | — | | | 11,005,174 |
| Share issuance costs | | — | | | (606,871) | | | — | | | — | | | (606,871) |
| Exercise of share purchase options | | 140,325 | | | 1,249,450 | | | (448,817) | | | — | | | 800,633 |
| Net loss for the period | | — | | | — | | | — | | | (3,564,980) | | | (3,564,980) |
| BALANCE, September 30, 2024 | | 66,569,376 | | $632,677,284 | | $35,408,923 | | $(590,881,184) | | $77,205,023 | ||||
| | | | | | | | | | | | | | | |
| BALANCE, December 31, 2024 | | 70,266,550 | | $668,664,443 | | $35,375,252 | | $(595,180,965) | | $108,858,730 | ||||
| Share-based compensation | — | | — | | | 1,215,828 | | — | | 1,215,828 | ||||
| Share units distributed | | 921,294 | | | 4,905,939 | | | (4,905,939) | | | — | | | — |
| Exercise of share purchase options | | 98,000 | | | 1,062,214 | | | (381,572) | | | — | | | 680,642 |
| Net loss for the period | — | | — | | | — | | (8,204,603) | | (8,204,603) | ||||
| BALANCE, March 31, 2025 | | 71,285,844 | | | 674,632,596 | | | 31,303,569 | | | (603,385,568) | | | 102,550,597 |
| Share sold through offering | | 32,197,757 | | | 425,010,392 | | | — | | | — | | | 425,010,392 |
| Share issuance costs | | — | | | (13,901,456) | | | — | | | — | | | (13,901,456) |
| Share-based compensation | | — | | | — | | | 475,557 | | | — | | | 475,557 |
| Share units distributed | | 195,661 | | | 922,276 | | | (922,276) | | | — | | | — |
| Exercise of share purchase options | | 193,000 | | | 2,551,208 | | | (915,945) | | | — | | | 1,635,263 |
| Net loss for the period | | — | | | — | | | — | | | (6,026,329) | | | (6,026,329) |
| BALANCE, June 30, 2025 | 103,872,262 | | | 1,089,215,016 | | | 29,940,905 | | | (609,411,897) | | | 509,744,024 | |
| Share sold through offering | | 3,693,300 | | | 48,751,560 | | | — | | | — | | | 48,751,560 |
| Share issuance costs | | — | | | (1,950,062) | | | — | | | — | | | (1,950,062) |
| Share-based compensation | | — | | | — | | | 862,130 | | | — | | | 862,130 |
| Share units distributed | | 10,000 | | | 34,700 | | | (34,700) | | | — | | | — |
| Exercise of share purchase options | | 40,500 | | | 535,526 | | | (192,203) | | | — | | | 343,323 |
| Net loss for the period | | — | | | — | | | — | | | (25,756,120) | | | (25,756,120) |
| BALANCE, September 30, 2025 | 107,616,062 | | $1,136,586,740 | | $30,576,132 | | $(635,168,017) | | $531,994,855 | |||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| · · For the nine months ended September 30, | ||||||
| · 2025 · 2024 | ||||||
| OPERATING ACTIVITIES: · · | ||||||
| Net loss | | $(39,987,052) | | $(10,183,220) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | ||
| Share-based compensation (Note 4) | | 2,553,515 | | 2,905,772 | ||
| Depreciation | | 98,884 | | 88,639 | ||
| Environmental liability expense | | | — | | | 1,422,288 |
| Unrealized foreign exchange (gain) loss | | (14,692) | | 3,193 | ||
| Gain on sale of equipment | | | — | | | (13,333) |
| Changes in: | | | | | ||
| Receivables | | (30,499) | | (5,641,276) | ||
| Prepaids | | (438,711) | | (281,721) | ||
| Deposits – Current | | (10,603,583) | | — | ||
| Trade and other payables | | | 5,120,407 | | | 2,298,579 |
| CWA settlement payable | | | (1,000,000) | | | (500,000) |
| Environmental reclamation liabilities | | | — | | | (1,937,538) |
| Net cash used in operating activities | | (44,301,731) | | | (11,838,617) | |
| | | | | | | |
| INVESTING ACTIVITIES: | | | ||||
| Deposit on equipment purchase | | | (13,105,337) | | | (199,568) |
| Proceeds from sale of silver royalty | | | — | | | 8,335,115 |
| Investment in mineral properties and interest | | (334,942) | | (333,230) | ||
| Purchase of building and equipment | | (1,112,884) | | (176,270) | ||
| Proceeds from sale of equipment | | | — | | | 12,000 |
| Net cash provided by (used in) investing activities | | (14,553,163) | | 7,638,047 | ||
| | | | | | | |
| FINANCING ACTIVITIES: | | | ||||
| Proceeds from sale of common shares | | | 473,761,952 | | | 11,005,174 |
| Payment of share issue costs | | | (15,851,519) | | | (606,871) |
| Proceeds from exercise of share purchase options (Note 6) | | 2,659,228 | | 1,786,660 | ||
| Net cash provided by financing activities | | 460,569,661 | | 12,184,963 | ||
| | | | | | | |
| Effect of foreign exchange on cash and cash equivalents | | 14,692 | | | (3,193) | |
| | | | | | | |
| Net increase (decrease) in cash and cash equivalents | | 401,729,459 | | | 7,981,200 | |
| Cash and cash equivalents, beginning of period | | 44,104,825 | | | 3,229,462 | |
| Cash and cash equivalents, end of period | | $445,834,284 | | $11,210,662 | ||
| | | | | | | |
| NON-CASH INVESTING AND FINANCING ACTIVITIES | | | | | | |
| Recognition of operating lease liability and right-of-use asset | | $68,247 | | $65,972 | ||
Perpetua Resources Corp.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
**1.**Nature of Operations and Basis of Presentation
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 inone segment, which is 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, 2024. Certain prior period amounts have been reclassified to be consistent with current period presentation.
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. Operating results for the nine months ended September 30, 2025 may not be indicative of results expected for the full year ending December 31, 2025. Management estimates that the Company’s 2025 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 nine months ended September 30, 2025.
In our audited consolidated financial statements for the year ended December 31, 2024, we reported substantial doubt about the Company’s ability to continue as a going concern due to lack of sufficient funding to meet the Company’s ongoing obligations or advance construction readiness activities for a period of 12 months from the date the annual financial statements were issued. Additional funding was received during 2025 and we have determined our current cash balance is sufficient to satisfy the Company’s ongoing obligations and to continue construction readiness activities and other ongoing operations for at least 12 months from the date these financial statements are issued.
The Company’s long-term plan is to generate future profitable operations through the development of the Stibnite Gold Project, which will require additional financing. The Company does not intend to commence full construction on the Project until full financing is in place for construction of the Project. While such financing is expected to be secured in 2026, if such financing is delayed, the Company has flexibility to defer or delay such expenses until financing is in place. The financing package is expected to include project financing from U.S. EXIM or other sources as well as proceeds from the Company’s recently closed equity offerings.
On September 8, 2025, the Company received a preliminary, non-binding indicative financing term sheet from U.S. EXIM as part of a Preliminary Project Letter conveying U.S. EXIM’s initial due diligence findings to Perpetua on its application for $2 billion in debt financing from U.S. EXIM for the Stibnite Gold Project. Perpetua continues to work with U.S. EXIM to advance through the next stages of U.S. EXIM’s due diligence and loan application process. If the due diligence process is successful, the Company anticipates US EXIM Board consideration by the spring of 2026. Any funding commitment will be dependent on meeting U.S. EXIM’s underwriting criteria, authorization process, finalization and satisfaction of terms and conditions. The amount and timing of such funding from U.S. EXIM, if any, is uncertain and subject to conditions outside the Company’s control.
We believe our Project financing plans will be successful, although there can be no assurance that the Company will successfully complete all of its contemplated plans because these plans are not entirely within our control as of the date hereof. As such, Perpetua remains open to strategic funding opportunities that support Perpetua’s overall financing and development goals for the Project, which may include the issuance of additional equity, new debt, or project specific debt; government funding; offtake, royalty or streaming arrangements; and/or other financing or strategic opportunities. The future receipt of potential funding from these and/or other means cannot be considered certain at this time. In the event Project funding is not
available in the amounts or at the times anticipated, the Company may defer certain activities to ensure available cash resources are sufficient to satisfy the Company anticipated expenses until such full project financing is in place.
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 (“RSUs”), performance share units (“PSUs”), and deferred share units (“DSUs”). Potentially dilutive shares as of September 30, 2025 and 2024, are as follows:
| | | | | |
|---|---|---|---|---|
| · · September 30, | ||||
| · 2025 · 2024 | ||||
| Share purchase options | | 353,000 | | 946,209 |
| Share units (RSU, PSU, DSU) | | 1,638,215 | | 2,260,750 |
| Balance | 1,991,215 | | 3,206,959 | |
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 December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“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. The Company does not expect the adoption to have a material impact on the consolidated financial statements or 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 impact of this adoption 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.**Mineral Properties and Interest
The Company’s mineral properties and interest at the Stibnite Gold Project totaled $67,120,990 and $66,786,048 as of September 30, 2025 and December 31, 2024, 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. All of the Stibnite Gold Project is subject to a 1.7% Net Smelter Return (“NSR”) 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 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.
As of September 30, 2025, 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. | Offerings |
Equity Offerings: On June 11, 2025, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 22,728,000 shares of its common shares to the underwriters at a price of $13.20 per share. On June 12, 2025, the Corporation entered into an amended and restated underwriting agreement (such underwriting agreement, as amended and restated, the “Underwriting Agreement”) in order to increase the number of common shares issued and sold in the offering to an aggregate of 24,622,000 shares at a price of $13.20 per share. In connection with this offering, the Corporation entered into an agreement with Paulson & Co. Inc. (“Paulson”) to purchase 7,575,757 common shares in a concurrent private placement at the same offering price of $13.20 per share. Prior to entering this private placement agreement, Paulson held in the aggregate approximately 35% ownership of the Corporation’s common shares and therefore, this concurrent private placement was considered a related party transaction. These sales closed on June 16, 2026. Aggregate proceeds received were approximately $411.1 million, which is net of offering costs of approximately $13.9 million.
Pursuant to the Underwriting Agreement, the Corporation granted the underwriters an option to purchase up to an additional 3,693,300 shares within 30 days of the offering, which the underwriters exercised on July 10, 2025. The sale of the option shares closed on July 14, 2025. Proceeds received from the sale of common shares pursuant to the option were approximately $46.8 million, which is net of offering costs of approximately $2.0 million.
Subsequent to quarter end, the Corporation completed several additional equity offerings that are described in Note 9.
| c. | Share-based compensation |
Share-based compensation was recognized in the unaudited condensed consolidated statements of operations as follows:
| · · · · · · · · · · · · | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| · · Three months ended September 30, · · Nine months ended September 30, | ||||||||||
| · 2025 · 2024 · 2025 · 2024 | ||||||||||
| Exploration | | $552,468 | | $493,871 | | $1,677,426 | | $1,441,800 | ||
| Corporate salaries and benefits | | | 262,248 | | | 399,230 | | 540,592 | | 1,092,454 |
| Directors’ fees | | | 47,414 | | | 54,436 | | 335,497 | | 371,518 |
| Total | | $862,130 | | $947,537 | | $2,553,515 | | $2,905,772 | ||
Share purchase options
The following table summarizes activity for share purchase option activity awarded under the Omnibus Equity Incentive Plan (the “Plan”) that vest over the required service period of the participant:
| | | | | | |
|---|---|---|---|---|---|
| · · Number of · · Weighted Average | |||||
| · Options · Exercise Price (C$) | |||||
| Balance December 31, 2023 | 1,665,750 | | $9.54 | ||
| Options exercised | (619,375) | | 8.04 | ||
| Options expired | (350,875) | | 9.52 | ||
| Balance December 31, 2024 | 695,500 | | $10.88 | ||
| Options exercised | (331,500) | | 11.11 | ||
| Options expired | | (11,000) | | | 6.20 |
| Balance September 30, 2025 | 353,000 | | $10.82 | ||
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 nine months ended September 30, 2025 and September 30, 2024.
During the three and nine months ended September 30, 2025, the Company’s total share-based compensation from options was $nil (September 30, 2024: nil) and $nil (September 30, 2024: nil), respectively.
As of September 30, 2025, share purchase options outstanding and exercisable were 353,000 and 263,000, respectively, have a weighted average exercise price of C$10.82 and C$11.39, respectively, and have a remaining weighted average life of 0.36 years and 0.33 years, respectively. As of September 30, 2025, all unvested options are expected to vest and there isno unvested compensation.
As of September 30, 2025, the intrinsic value of outstanding and exercisable share purchase options is approximately $4.3 million and $3.2 million, respectively. During the three and nine months ended September 30, 2025, the intrinsic value of share purchase options exercised was $391,497 (September 30, 2024: $456,237) and $2,000,193 (September 30, 2024: $897,381), respectively.
Restricted Share Units
The following table summarizes activity for RSUs awarded under the Plan that vest over the required service period of the participant:
| | | | | | |
|---|---|---|---|---|---|
| | Weighted Average | ||||
| · · Share · · Grant Date | |||||
| · · Units · Fair Value | |||||
| 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 | |
| Granted | | 248,777 | | | 8.35 |
| Distributed (vested) | | (459,091) | | | 3.39 |
| Cancelled | | (86,314) | | | 4.36 |
| Unvested, September 30, 2025 | | 575,100 | | $5.22 | |
During the nine months ended September 30, 2025, the Company awarded 248,777 RSUs (September 30, 2024:515,128 RSUs) with a weighted average grant date fair value of $8.35 per RSU (September 30, 2024: $3.02) or approximately $2.1 million in total (September 30, 2024: $1.6 million). During the nine months ended September 30, 2025, the fair value of RSU awards distributed was approximately $4.7 million (September 30, 2024: $1.1 million).
During the three and nine months ended September 30, 2025, the Company recognized $401,336 (September 30, 2024: $367,132) and $1,088,638 (September 30, 2024: $1,059,073), respectively, in compensation expense related to RSUs and expects to record an additional $1.5 million in compensation expense over the next 1.48 years.
The unvested units as of September 30, 2025 are expected to vest as follows:
| | | |
|---|---|---|
| Remainder of 2025 | 7,000 | |
| 2026 | | 289,436 |
| 2027 | 202,961 | |
| 2028 | | 75,703 |
| Total | 575,100 |
Pursuant to the terms of the Plan, 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, termination by the Company without cause and upon death or disability.
Performance Share Units
The following table summarizes activity for PSUs and market-based performance share units (“MPSUs”) awarded under the Plan that vest over the required service period of the participant:
| | | | | | |
|---|---|---|---|---|---|
| | Weighted Average | ||||
| · · Share · · Grant Date | |||||
| · · Units · · Fair Value | |||||
| 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 | |||
| Granted | | 176,481 | | | 12.53 |
| Added by performance factor on 2022 MPSUs | | 246,318 | | | 6.99 |
| Distributed | | (637,081) | | | 6.59 |
| Cancelled | | (124,657) | | | 6.25 |
| Unvested, September 30, 2025 | | 718,504 | | $6.80 | |
During the nine months ended September 30, 2025, the fair value of PSU and MPSU awards distributed was approximately $6.0 million (September 30, 2024: $nil).
During the three and nine months ended September 30, 2025, the Company recognized $413,380 (September 30, 2024: $525,969) and $1,129,380 (September 30, 2024: $1,439,175), respectively, in compensation expense related to PSUs and MPSUs and expects to record an additional $2.4 million in compensation expense over the next 1.98 years.
The unvested units as of September 30, 2025 are expected to vest as follows:
| | | |
|---|---|---|
| Remainder of 2025 | 56,000 | |
| 2026 | 224,969 | |
| 2027 | 278,257 | |
| 2028 | | 159,278 |
| Total | 718,504 |
Pursuant to the terms of the Plan, 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, termination by the Company without cause and upon death or disability.
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 nine months ended September 30, 2025, the Company awardednil PSUs (2024:120,000 PSUs) that had a weighted average grant date fair value of $nil (2024: $3.95),or $nil (2024: $474,000) in total.
Market-based PSUs: During the nine months ended September 30, 2025 and 2024, 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 nine months ended September 30, 2025, the Company awarded 176,481 MPSUs (2024:389,502 MPSUs) that had a weighted grant date fair value of $12.53 (2024: $5.00) per MPSU or approximately $2.2 million (2024: $1.9 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:
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| · 2025 · 2024 · | |||||||
| Grant date fair value | | $12.53 | | $5.00 | | ||
| Risk-free interest rate | | | 4.15% | | 4.38% | ||
| Expected term (in years) | | | 3.0 | | 3.0 | | |
| Expected share price volatility | | | 55.16% | | 57.36% | ||
| Expected dividend yield | | | Nil | | Nil | | |
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 ofzero 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 DSUs awarded under the Plan that vest on the date of grant and settle upon the participant’s separation from service:
| | | | | | |
|---|---|---|---|---|---|
| · · · · Weighted Average | |||||
| · · Share · · Grant Date | |||||
| · Units · Fair Value | |||||
| Outstanding, December 31, 2023 | | 226,574 | | $3.68 | |
| Granted | | 115,107 | | | 4.01 |
| Outstanding, December 31, 2024 | | 341,681 | | $3.79 | |
| Granted | 33,713 | | | 9.95 | |
| Distributed | (30,783) | | 3.46 | ||
| Outstanding, September 30, 2025 | 344,611 | | $4.42 | ||
Under the Plan, the Company may issue DSUs to non-employee directors. During the three and nine months ended September 30, 2025,2,514 (September 30, 2024:5,822) and 33,713 (September 30, 2024:110,005) share units, respectively, with a fair value of $47,414 (September 30, 2024: $54,436) and $335,497 (September 30, 2024: $407,523) were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the consolidated statements of operations.
**5.**Environmental Reclamation Liability
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 nine months ended September 30, 2025, the Company didnot perform any work on early action items (September 30, 2024: $1.9 million). As of September 30, 2025, no further costs were accrued associated with this liability. Movements in the environmental reclamation liability during the nine months ended September 30, 2025 and 2024 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Nine months ended September 30, | ||||||
| · 2025 · 2024 | ||||||
| Balance at beginning of period | | $— | | $764,607 | ||
| Additions | | | — | | 1,422,288 | |
| Work performed on early action items | | | — | | (1,937,538) | |
| Balance at end of period | | $— | | $249,357 | ||
| | | | | | | |
| Current portion | | $— | | $249,357 | ||
| Non-current portion | | | — | | | — |
| Balance at end of period | | $— | | $249,357 | ||
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.
- 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. | Vendor Deposits - Idaho Power Company Procurement Contract |
On February 13, 2025, the Company entered into an agreement with Idaho Power Company (“IPCo”) to begin procurement of long lead equipment required to increase the electrical capacity to the plant. This is an important step to ensure parts are available for installation under a future construction agreement. Under the terms of the agreement, the Company is responsible for paying all costs incurred by IPCo as they procure new equipment from vendors with an estimated total cost of $90.2 million. All contractual commitments of $1.0 million or greater must be approved by the Company prior to IPCo entering a binding contractual commitment with a vendor. The initial payment of $18.8 million was paid following execution of the procurement agreement and remaining payments are expected to be made quarterly through 2027. Payment dates and amounts may be adjusted to reflect specific contracts entered into by IPCo. If the agreement is terminated, IPCo will use commercially reasonable efforts to mitigate cancellation costs and recover value prior to the final true-up payment by the Company or refund to the Company.
The deposit with IPCo is updated each reporting period to reflect payments made to IPCo and costs incurred by IPCo. Costs incurred are currently charged to exploration in the consolidated statements of operations in accordance with the Company’s accounting policies. Movements in the IPCo deposit during the nine months ended September 30, 2025 and 2024 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | Nine months ended September 30, | |||||
| · · 2025 · 2024 | ||||||
| Balance at beginning of period | | $— | | $— | ||
| Deposits | | 18,759,381 | | — | ||
| Costs incurred - expense | | (10,309,237) | | — | ||
| Balance at end of period | | $8,450,144 | | $— | ||
| | | | | | | |
| Current portion | | $8,450,144 | | $— | ||
| Non-current portion | | — | | — | ||
| Balance at end of period | | $8,450,144 | | $— | ||
*c.*Vendor Deposits - ATCO Camp Supply and Installation Contract
On August 29, 2025, the Company entered into a camp supply and installation agreement with ATCO Structures & Logistics (USA) Inc. (“ATCO”) for the design, construction and installation of a 1,010-person turnkey camp accommodation and site package. Under the terms of the agreement, the Company agreed to pay ATCO $131.7 million for work under the agreement. Except for certain specified owner and third-party work outlined in the agreement, the work to be performed by ATCO includes all of the work required for the procurement of all camp infrastructure, transportation and delivery of materials to the site, performance of all site preparation, installation, and utility tie-ins, and commissioning of the facilities for occupancy. The agreement includes standard provisions allowing for equitable adjustments to the contract price, including in connection with certain tax events, scope modifications, or demobilization exclusions at the Company’s election. If ATCO fails to achieve substantial completion of the applicable portion of the work prior to September 24, 2026 (as may be adjusted pursuant to the terms of the agreement), ATCO will be liable for liquidated damages up to a specified cap. The Company may terminate the agreement for convenience by giving 30 days’ notice to ATCO. In the event of a termination for convenience, the Company would be obligated to pay ATCO for work properly executed and materials satisfactorily supplied; costs incurred in terminating, preserving and protecting the work; and demobilization costs. The initial payments totaling $13.35 million were paid following execution of the agreement and remaining payments are expected to be made monthly through April 2027.
The deposit with ATCO is updated each reporting period to reflect payments made to ATCO and costs incurred by ATCO. The ATCO modular buildings have an alternative future use or could be resold such that certain costs will be recorded as a non-current deposit and transferred to construction in process over the performance period before being recognized as an asset upon completion. Certain other costs that are unique to the Company and do not have an alternative future use will be charged as incurred to exploration in the consolidated statements of operations in accordance with the Company’s accounting policies. Movements in the ATCO deposit during the nine months ended September 30, 2025 and 2024 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Nine months ended September 30, | ||||||
| · 2025 · 2024 | ||||||
| Balance at beginning of period | | $— | | $— | ||
| Deposits | | 13,350,000 | | — | ||
| Costs incurred – expense | | (244,663) | | — | ||
| Costs incurred – asset | | — | | — | ||
| Balance at end of period | | $13,105,337 | | $— | ||
| | | | | | | |
| Current portion | | $— | | $— | ||
| Non-current portion | | 13,105,337 | | — | ||
| Balance at end of period | | $13,105,337 | | $— | ||
*d.*Vendor Deposits – Other
In addition to the material vendor agreements discussed in Notes 6b and 6c, the Company has also entered into certain other agreements related to long-lead equipment, infrastructure and services related to the development of the Project. These agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. Movements in other vendor deposits during the nine months ended September 30, 2025 and 2024 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Nine months ended September 30, | ||||||
| · 2025 · 2024 | ||||||
| Balance at beginning of period | | $— | | $— | ||
| Deposits | | 2,153,439 | | — | ||
| Costs incurred – expense | | — | | — | ||
| Costs incurred – asset | | — | | — | ||
| Balance at end of period | | $2,153,439 | | $— | ||
| | | | | | | |
| Current portion | | $2,153,439 | | $— | ||
| Non-current portion | | — | | — | ||
| Balance at end of period | | $2,153,439 | | $— | ||
| e. | Stibnite Foundation |
The Stibnite Foundation (“Foundation”) was established in February 2019 to support projects that benefit the communities surrounding the Stibnite Gold Project and 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.
Upon formation of the Foundation, the Company became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a final Record of Decision (“ROD”) issued by the U.S. Forest Service (“USFS”), receipt of all permits and approvals necessary for commencement of construction, commercial production, and of the final reclamation phase.
Since 2019, the Company has contributed, or caused to be contributed, $750,000 in cash and 150,000 in common shares of the Company which includes $450,000 in cash contributions during the nine months ended September 30, 2025 (September 30, 2024: $nil). Future cash payments due include $500,000 upon commercial production, annual payments during commercial production as described below, and $1.0 million upon commencement of final reclamation phase. There is also a future issuance of 150,000 common shares of the Company upon receipt of all permits for construction. During commercial production, the Company will make annual payments to the Stibnite Foundation equal to 1% of total comprehensive income less debt repayments, or a minimum of $0.5 million each year.
| f. | 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 September 30, 2025, the option payments due on these properties in 2025 are approximately $30,000, which will be paid later this year. The agreements include options to extend.
| g. | Off Balance Sheet Arrangements |
The Company hasno off-balance sheet arrangements as of September 30, 2025.
*h.*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 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 USFS. The Company also filed a separate CWA citizen suit against the USFS 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 (“USDA”), the Company agreed to dismiss its pending actions against the USFS 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 claims. 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 $5.0 million by Perpetua over afour-year period. This includes $4.0 million of contributions by Perpetua to the Fund to be used by the Nez Perce Tribe to support water quality improvement projects in the South Fork Salmon River watershed and $1.0 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, the Company anticipates that a dismissal with prejudice will be entered 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 $5.0 million during the second quarter of 2023. During the twelve months ended December 31, 2024, the Company paid $2,000,000 towards this settlement obligation. As of September 30, 2025, CWA settlement payable current portion is $nil with the remaining $2,000,000 classified as long-term.
The voluntary Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) ASAOC entered into by the Company, the U.S. EPA, and the USDA required numerous early cleanup actions (referenced as “Phase 1” in the ASAOC) relating to legacy environmental conditions left by other mining companies. The Company began the Phase 1 activities in 2022. As of September 30, 2025, the Company determined it had completed all Phase 1 response actions required by the ASAOC and filed necessary reports (called Removal Action Completion Report (“RACR”) in the ASAOC) with the U.S. EPA and USDA with respect to such completion. Pursuant to the terms of the ASAOC, the Company’s Phase 1 work will not be considered complete until U.S. EPA and USDA have approved the RACR submitted by the Company. As of September 30, 2025, the RACR remains under review by the federal agencies and no further costs were accrued associated with this Phase 1 liability. During the nine months ended September 30, 2025, the Company spent $nil on Phase 1 activities (September 30, 2024: $1.9 million). 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 following the completion of Phase 1 and their costs have not yet been determined.
Following the USFS’ publication of the ROD and Final Environmental Impact Statement Errata (the “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, the USDA and other federal agencies on February 18, 2025 in the United States District Court for the District of Idaho by a number of environmental advocacy groups, including Save the South Fork Salmon, the Idaho Conservation League and other non-governmental organizations, alleging violations of NEPA and other federal laws in the regulatory process. Among other remedies, the claimants seek to vacate the ROD, FEIS, Final Biological Opinions (as defined below), and Project approvals and enjoin any further implementation of the Project. PRII filed a motion to intervene in this lawsuit, which was granted by the
District Court on April 2, 2025. The District Court subsequently entered a scheduling order requiring various procedural and dispositive matters, including any motions for summary judgment, to be filed and briefed before December 2025.
On August 29, 2025, the Nez Perce Tribe filed a lawsuit against the USFS, United States Department of Agriculture, and other federal agencies in the United States District Court for the District of Idaho the challenging the USFS ROD and other approvals by the USFS and other federal agencies in connection with the Stibnite Gold Project and alleging violations of the National Environmental Policy Act (“NEPA”) and other federal statutes, regulations, rules, and requirements in the regulatory review and approval process in of the Project. Among other remedies, the Tribe seeks to vacate the USFS ROD, the Final Environmental Impact, Final Biological Opinions (as defined below), and other approvals and to enjoin any further implementation of the Project. PRII filed a motion to intervene in this lawsuit, which was granted by the District Court on September 4, 2025. A scheduling order has not been entered in this case.
The U.S. District Court on October 2, 2025 issued a general order staying all civil cases listed in the order due to the partial shutdown of the federal government over appropriations for the government. The list included the separate lawsuits filed by the Nez Perce Tribe and by the environmental mentioned above challenging the USFS ROD and other federal agency approvals. This stay does not affect the validity of the USFS ROD or any of the other approvals challenged in either of these lawsuits in connection with the Stibnite Gold Project, and all such approvals remain in effect.
The Company believes the USFS ROD and other federal regulatory processes challenged in thetwo foregoing federal lawsuits were conducted thoroughly and completely by the relevant federal regulatory agencies. However, there can be no assurance that the Project approvals challenged in thosetwo cases will be upheld upon judicial review.
The Idaho Board of Environmental Quality (“IBEQ”) published an order on May 27, 2025 upholding the air permit to construct (“PTC”) issued by the Idaho Department of Quality (“IDEQ”) in June 2022 and denying certain petitioners’ appeal from various administrative proceedings with respect to the PTC. The IBEQ on June 27, 2025 denied the petitioners’ motion for reconsideration. Thereafter, the petitioners filed a petition for judicial review in the Idaho state district court for the County of Ada against the IBEQ and IDEQ seeking to set aside the PTC as violative of applicable law and challenging the decisions of the IBEQ upholding the PTC. IDEQ and the IBEQ thereafter moved to dismiss the complaint on procedural grounds, and the court denied that motion and allowed the petitioners to amend their petition. The petitioners’ amended petition, which names the Company as well as IDEQ and the IBEQ as defendants was served on the Company on or about September 23, 2025. A scheduling order has not been entered by the court regarding the amended petition. The Company believes that the IDEQ and the IBEQ properly followed Idaho law in issuing the PTC. However, there can be no assurance that the PTC will be upheld upon judicial review.
On March 20, 2025, a putative federal class action lawsuit was filed in the United States District Court for the District of Idaho against the Company and certain of its current officers and directors, on behalf of a proposed class of purchasers of the Company’s common shares during the period from April 17, 2024 to February 13, 2025, inclusive. The claim, captionedBarnes et al. v. Perpetua Resources Corp. et al., Case No. 1:25-cv-00160, alleges that the defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder by making false and/or misleading statements during the period from April 17, 2024 to February 13, 2025 regarding the Company’s expected capital expenditures for the Stibnite Gold Project. The complaint seeks unspecified compensatory damages. The District Court has issued a scheduling order in this case requiring various procedural and substantive motions to be filed by the parties prior to the end of 2025. These deadlines can be modified by the court. The Company filed a motion to dismiss the plaintiffs’ amended complaint on September 30, 2025. The Company believes that the claim is without merit and intends to vigorously defend itself. However, in view of the uncertainties inherent in litigation, the Company does not express a judgment as to the outcome of this litigation.
**7.**Government Grants
The Company has been awarded government grants by the U.S. Department of War (“DOW”) as described below. Accounting for these DOW grants does not fall under Accounting Standard Codification 606,Revenue from Contracts with Customers, as the DOW does not meet the definition of a customer under this standard. The DOW 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 advancement of the Company’s Stibnite Gold Project.
During the three and nine months ended September 30, 2025 and 2024, grant income included the following:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · · Three months ended September 30, · · Nine months ended September 30, | ||||||||
| Government Grant · 2025 · 2024 · 2025 · 2024 | ||||||||
| DPA | | $— | | $12,615,643 | | $10,003,859 | | $23,665,277 |
| DOTC | | 3,332,365 | | 304,774 | | 4,633,075 | | 2,900,521 |
| Total | | $3,332,365 | | $12,920,417 | | $14,636,934 | | $26,565,798 |
As of September 30, 2025 and December 31, 2024, grant receivable, which is included in receivables on the consolidated balance sheets, include the following:
| · · · · · · | ||||
|---|---|---|---|---|
| · September 30, · December 31, | ||||
| | | 2025 | | 2024 |
| DPA | | $— | | $2,382,594 |
| DOTC | | 1,915,015 | | 106,827 |
| Total | | $1,915,015 | | $2,489,421 |
Information regarding each individual grant is as follows:
DPA Grant: On December 16, 2022, the Company entered into an undefinitized Technology Investment Agreement (“TIA”) with the DOW - 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 DOW, establishing the full not-to-exceed amount of $24.8 million. On May 2, 2024, the TIA was modified with anadditional $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 were 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 three and nine months ended September 30, 2025, the Company received cash from this grant of $592,242 (2024: $11,667,011) and $12,386,454 (2024: $16,417,506), respectively, for reimbursement of certain costs incurred. The TIA expired on June 16, 2025 andno additional funds are available under the program.
DOW Ordnance Technology Consortium (“DOTC”) Grant: On August 18, 2023, the Company was awarded an Ordnance Technology Initiative Agreement (“OTIA”) of up to $15.5 million under the Prototype Other Transaction Authority of the DOW through the DOTC. On May 28, 2025, the Company was awarded up to $6.9 million in additional funding by the DOTC under the OTIA. The funding objective of the OTIA is to demonstrate a fully domestic antimony trisulfide supply chain using ore from the Stibnite Gold Project. 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 DOW 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 $22.4 million, which is subject to adjustment by the DOW 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 three and nine months ended September 30, 2025, the Company received cash from this grant of $2,436,321 (September 30, 2024: $39,329) and $2,824,887 (September 30, 2024: $4,505,821), respectively, for reimbursement of certain costs incurred of $2,175,287 (September 30, 2024: $35,115) and $2,522,221 (September 30, 2024:4,023,054) and 12% fee income of $261,034 (September 30, 2024: $4,214) and $302,666 (September 30, 2024:482,767), respectively. During the three and nine months ended September 30, 2025, grant income includes $357,039 (September 30, 2024: $32,654) and $496,401 (September 30, 2024: $310,770), respectively, of 12% fee income earned on costs incurred.
**8.**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 Chief Operating Decision Maker (the “CODM”), who is our Chief Executive Officer (“CEO”), 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 unaudited condensed 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:
| · · · · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| · For the three months ended September 30, · For the nine months ended September 30, | ||||||||
| · · 2025 · 2024 · 2025 · 2024 | ||||||||
| Consulting and labor cost | | $3,922,799 | | $1,841,587 | | $9,251,511 | | $5,412,861 |
| Engineering | | 22,688,621 | | 8,531,804 | | 32,486,009 | | 16,778,292 |
| Environmental and reclamation | | 35,683 | | 112,037 | | 316,701 | | 282,360 |
| Field operations and drilling support | | 2,390,295 | | 1,140,253 | | 5,272,927 | | 2,495,489 |
| Legal and sustainability | | 542,098 | | 319,685 | | 1,467,479 | | 905,679 |
| Permitting | | 2,547,687 | | 2,565,487 | | 7,392,522 | | 5,642,569 |
| TOTAL EXPLORATION | | $32,127,183 | | $14,510,853 | | $56,187,149 | | $31,517,250 |
9. Subsequent Events
*a.*Financial Assurance
In connection with the conditional Notice to Proceed from the USFS for the Stibnite Gold Project, which required the Company to post joint construction phase financial assurance bonding agreed to by the USFS, Idaho Department of Lands (“IDL”), and U.S. Army Corps of Engineers (“USACE”), the Company entered into multiple related financial agreements as described below to satisfy the financial assurance requirements necessary to commence construction.
On October 17, 2025, the Company, as principal, and Endurance Assurance Corporation (“Endurance”), a subsidiary of Sompo International, as surety, posted a joint reclamation performance bond for the Project’s construction phase in the penal sum of $139,024,637 (the “Surety Bond”) in favor of the United States (acting by and through the USFS as obligee) and the State of Idaho (acting by and through the IDL as co-obligee). The Surety Bond will remain in place until all reclamation obligations subject thereto have been fully performed or until the Company files, and the USFS and IDL accept replacement financial assurance. The Surety Bond carries a 1.5% annual fee, and includes covenants, reporting requirements, collateral maintenance, and event of default provisions.
In connection with the Surety Bond, the Company entered into an indemnity agreement (“Indemnity Agreement”) with Endurance, Endurance American Insurance Company, Lexon Insurance Company, and Bond Safeguard Insurance Company (collectively, the “Surety”), all of which are subsidiaries of Sompo International. Under the Indemnity Agreement and the accompanying Disturbed Acres and Minimum Liquidity Rider (collectively, the “Indemnity Agreement”), the Company is contingently liable to fully indemnify and reimburse the Surety for any losses, costs, expenses, fees, interest, and premiums incurred in connection with (i) the execution of any bond undertaken between the Company and the Surety, (ii) as a result of the Company failing to perform or comply with the covenants and conditions of Indemnity Agreement, and (iii) enforcing any of the covenants and conditions of the Indemnity Agreement. The maximum potential undiscounted liability of the Company
under the Indemnity Agreement is the full amount of the Surety Bond (approximately $139 million), plus all related costs and fees. These obligations are contingent unless triggered by breach or claim, at which point the liability becomes direct.
As collateral for the Surety Bond, on October 15, 2025, The Bank of Nova Scotia (the “Bank”) issued an irrevocable standby letter of credit for up to $35 million in favor of the Surety as beneficiaries (the “Letter of Credit”), for the account of the Company. The Letter of Credit expiresone year from issuance, and is automatically extended unless notice of non-extension is provided at least sixty days prior to expiry. The Letter of Credit was issued pursuant to a credit facility agreement between the Bank and the Company, effective as of October 15, 2025 (the “Credit Facility”), which provides for up to $39.5 million in standby letters of credit and guarantees and is secured by a deposit of $40.5 million in cash. The Credit Facility carries a 1% annual fee, and includes covenants, reporting requirements, collateral maintenance, and event of default provisions.
*b.*Equity Offerings
Private Placements
On October 27, 2025, the Corporation entered into subscription agreements with Agnico Eagle and JPMorgan, respectively, pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of US$255 million (i)10,944,205 common shares, no par value, of the Corporation at a price of US$23.30 per common share,7,725,321 to Agnico Eagle and 3,218,884 to JPMorgan; and (ii) common share purchase warrants (the “Warrants”) to purchase up to an aggregate of 4,053,408 common shares at the prices and on the terms and conditions set forth therein and described below (the “Private Placements”). The Private Placements closed on October 28, 2025.
The terms of the Warrants are set forth in warrant certificates delivered at closing and entitle Agnico Eagle and JPMorgan to acquire 2,861,229 and 1,192,179 common shares, respectively (the “Warrant Shares”). Each investor’s Warrants were issued inthree tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date. Theone-, two- andthree-year Warrants will be exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The Warrants are subject to repurchase by the Corporation if the closing price of the common shares exceeds 130% of the respective exercise prices of each tranche of Warrants for a specified period and a registration statement covering the Warrant Shares is effective. The warrant certificates contain customary adjustment provisions in connection with, among other things, (i) share splits and distributions, (ii) rights offerings and (iii) certain events involving a capital reorganization, reclassification, combination or merger of the Corporation.
On November 14, 2025, the Corporation entered into a subscription agreement with a private, non-affiliated investor pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of $24.3 million (i)1,000,000 common shares, no par value, of the Corporation at a price of $24.25 per common share, and (ii) Warrants for an aggregate issue price of $1.00, which Warrants are exercisable to purchase up to an aggregate of 400,000 common shares to be issued inthree tranches on substantially the same terms and conditions as the Warrants issued in the Private Placements. This transaction is expected to close on or about November 19, 2025.
Public Offering
On October 28, 2025, the Corporation entered into an underwriting agreement with BMO Capital Markets Corp., as representative of the several underwriters named therein, pursuant to which the Corporation agreed to issue and sell an aggregate of 2,938,000 common shares of the Corporation in the United States (the “Offering”) at a price to the public of $24.25 per share, for gross proceeds of $71.2 million and net proceeds to the Corporation of $67.9 million. Agnico Eagle exercised its pro rata participation right with respect to the Offering in a concurrent private placement at the public offering price of the Offering which resulted in the issuance of an additional 280,415 common shares for proceeds to the Corporation of $6.8 million (the “Concurrent Private Placement”). The Offering closed on October 30, 2025, and the Concurrent Private Placement closed on October 31, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.