PERPETUA RESOURCES CORP.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
PPTA$19.53+16.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-19.
0001410578-25-000385
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001104659-26-037403
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 103 current paragraphs.
20 unchanged; 16 reworded; 65 added; 53 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 36 previous and 42 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (65)
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*Consensus prices are defined as $3,250/oz gold, $10.00/lb antimony, and $40.00/oz silver based on a broad range of investment bank forecasts as of December 2025. See “Item 2. Properties” for additional information.
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Financing Activities
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The Company has continued to execute its comprehensive plan to finance construction of the Project since it was announced in June 2025. On March 30, 2026, the board of U.S. EXIM initiated the last formal step before a vote for final approval of an approximately $2.7 billion senior secured loan for the construction and development of the Project by unanimously agreeing to publish
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a notification to Congress with respect to the proposed loan. The loan, if approved, is expected to be comprised of a direct loan of approximately $2.2 billion for construction of the Project, financial assurance and certain discretionary corporation and exploration costs, and the remainder representing capitalized interest and fees. If approved by the board of U.S. EXIM in the amount indicated, the Company would have sufficient capital, together with $714 million of cash on hand as of December 31, 2025, to finance the estimated direct capital costs of $2,576 million to construct the Project, (based on the capital expenditures estimate as of December 31, 2025 in the TRS), as well as financial assurance and discretionary corporation and exploration costs. Initiation of the notification to Congress does not represent a financing commitment from U.S. EXIM. A final funding commitment, if any, is conditional upon the satisfaction of certain conditions, including final approval by the U.S. EXIM board following a 25-day notification period to Congress and execution of definition loan documentation. Based on the Congressional review timeline and U.S. EXIM process, the Company anticipates a final vote on the loan by the board of U.S. EXIM shortly after the notice period ends. Any funding under the loan (if approved) would be subject to finalization of definitive loan documents with U.S. EXIM and satisfaction of all conditions to closing, which the Company anticipates could occur in the second half of 2026. See “Item 1A. Risk Factors.”
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The capital costs presented in the initial capital estimate in the TRS do not include financial assurance, debt service, cost overrun accounts and certain discretionary corporate and exploration costs. As a condition to the closing of the U.S. EXIM loan, the Company expects that it will be required to put in place one or more secured accounts or facilities to fund cost overruns during the construction phase of the Project. The Company is exploring various options for such facilities, which may include cash on hand, subordinated debt, letters of credit or other financial instruments or may require the Company to raise additional capital through debt or equity offerings, or enter into strategic or commercial agreements with third parties.
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In addition, to facilitate satisfaction of construction phase financial assurance requirements, the Company entered into multiple related financial agreements with respect to the approximately $160 million construction phase financial assurance requirements. See Note 9 to the Consolidated Financial Statements. The Company’s financial assurance obligations may be adjusted by applicable regulators to reflect changes to reclamation costs as construction proceeds. Financial assurance obligations are also subject to adjustment when the Project transitions to operations. Any increased financial assurance obligations are expected to be financed using cash on hand, the project financing loan or other available sources of capital.
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See additional details in the “Liquidity and Capital Resources” section below.
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Engineering, Contracting and Construction Activities
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Since August 2025, the Company has accelerated construction readiness and contracting activities. Recent updates include:
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After posting required construction phase financial assurance with the USFS, IDL and USACE and receiving confirmation from those agencies of approval of this construction phase financial assurance on September 20 and 21, 2025, the Company commenced early works construction on certain activities for the Project as authorized by the USFS, IDL and USACE. Early works construction activities are limited to those activities permitted under the authorizations issued by the USFS, IDL and USACE, the terms of the financial assurance agreements, and the voluntary stipulations entered into by PRII and the plaintiffs in the two pending cases in federal district court challenging the USFS ROD and other federal agency approvals referenced above, which stipulations are further described under “NEPA Permitting Activities” below.
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The Company is currently focused on advancing the Project towards a full construction decision for the Project in 2026.
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NEPA Permitting Activities
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On September 19, 2025, the USFS issued its conditional Notice to Proceed from the USFS for the Stibnite Gold Project, which stated the Project has satisfied the requirements outlined in the January 2025 ROD necessary to begin construction and that the Project may begin construction conditioned only on the Company posting of the joint construction phase financial assurance agreed to by USFS, IDL and USACE for the Project.
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Perpetua subsequently posted the agreed upon joint construction phase financial assurance for the Project, and the USFS on October 20, 2025, issued notice that the requirements necessary to start construction had been satisfied, the Plan of Operations had been approved and signed by USFS, and the Project could enter construction subject to terms and conditions specified in the notice. IDL and USACE on October 21, 2025, also issued notices confirming that the requirements necessary to begin construction under their respective approvals for the Project, including posting the agreed upon joint financial assurance, had been met and that the Company could begin construction subject to the terms and conditions identified by those agencies.
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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 U.S. District Court for the District of Idaho 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 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 and other regulatory 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.
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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 advocacy groups mentioned above challenging the USFS ROD and other federal agency approvals. This stay did 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. After the partial federal government shutdown ended, the District Court lifted the stay and issued new scheduling orders in the two cases challenging the USFS ROD and other federal approvals. In the case involving the environmental advocacy groups, the scheduling order required all procedural and dispositive motions to be filed by January 20, 2026. Those pleadings have been filed by all parties. The District Court has not ruled on any of the dispositive motions filed by the parties. In the case involving the Nez Perce Tribe, all dispositive pleadings currently are required to be filed by the end of June 2026. These two lawsuits remain pending.
Current report
Before early works construction commenced as described in the “Engineering, Contracting and Construction Activities” section above, the Company entered into voluntary stipulations with the plaintiffs in the two above-mentioned federal lawsuits. Those stipulations. provide for certain restrictions on the early works construction activities for the Project until February 1, 2026, after which the stipulations will terminate on 30-days’ notice by the Company to the plaintiffs. In exchange for the Company’s commitments to these restrictions, the plaintiffs in each case agreed not to seek a preliminary injunction against development of the Project in conformance with the stipulations during the restriction period that will end when the stipulations terminate. These stipulations were filed with the U.S. District Court for the District of Idaho in the two federal lawsuits. On March 16, 2026, the Company provided notice to the plaintiffs that the stipulation restriction period will end 30 days from such notice.
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Ancillary Permitting Activities
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Previously submitted applications for certain regulatory approvals are continuing through the administrative review process. These include the Company’s application to IDEQ for an IPDES sanitary wastewater discharge permit and the IDEQ’s pending modification of the Clean Water Act Section 401 Certification described above. The Company anticipates an IDEQ decision on the IPDES sanitary permit in Q2 2026. The status of IDEQ’s process on the modification of the Section 401 Certification is described
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above in this section. Applications to IDEQ for approval of certain drinking water systems also are pending. The IDEQ approvals are anticipated in 2027 after Project construction has advanced to the stage where the final designs for the systems will be prepared.
Current report
Net loss for the year ended December 31, 2025, was $100.4 million compared with a net loss of $14.5 million for 2024. The increase compared to the prior year period was primarily attributable to a $76.0 million increase in exploration and pre-development expense and a $22.4 million decrease in grant income, partially offset by an $11.8 million increase in interest income.
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Exploration and Pre-Development
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This expense relates to all exploration, evaluation, and pre-development expenditures related to the Stibnite Gold Project, including labor, drilling, field operations, engineering, permitting, environmental and legal and sustainability costs. Exploration and pre-development expenses during the year ended December 31, 2025 were $121.3 million which was $76.0 million more than the 2024 comparative period primarily due to a ramp up in construction readiness activities following achievement of key permitting milestones and recent financings. See additional details in the table below:
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These expenses include corporate salaries and benefits, director fees, professional fees, shareholder and regulatory, and other operating expenses. General and administrative expenses for the year ended December 31, 2025 was $6.5 million, which was $1.3 million more than the 2024 comparative periods primarily due to legal expenses related to the securities lawsuit and executive transition.
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Environmental and Reclamation
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This expense relates to the ASAOC signed in January 2021 to voluntarily address environmental conditions at the abandoned mine site. Environmental and reclamation expenses for the year ended December 31, 2025 was $0, which was lower than the $1.5 million expenses incurred in 2024 due to the Company’s determination in late 2024 that it had completed all Phase 1 response actions required by the ASAOC. The Company has filed necessary reports with the U.S. EPA and USDA with respect to such completion, and no further costs are accrued for this Phase 1 liability as of December 31, 2025. U.S. EPA and USDA are continuing to review the Company’s completion reports, and Phase 1 will formally be completed when those agencies approve the reports.
Current report
The Company’s short-term liquidity needs include costs related to ongoing permitting, financial assurance, engineering, project financing, general corporate and administrative costs as the Company prepares for a full construction decision for the Project in the second half of 2026, as well as certain early works construction activities and down payments on long-lead items approved for early investment. Short-term liquidity needs also include financial obligations under the various contracts entered into for early works construction, including the IPCo contract, the ATCO contract and other vendor obligations described in the “Commitments” section below. The Company expects to finance these costs using cash on hand and, when available, funds available from the anticipated project financing facility.
Current report
From June through December 2025, the Company raised $862 million in aggregate gross proceeds from several equity offerings. The proceeds of these offerings are expected to be used to fund engineering, construction, procurement, financial assurance and other costs as part of the equity requirements for the anticipated U.S. EXIM debt financing, with additional funds, if any, intended to support exploration and pre-development activities, working capital and general corporate purposes. The Company expects to use the proceeds from the exercise of the warrants, if any, to support exploration and pre-development activities, working capital and for general corporate purposes.
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Equity Offering and Private Placement – June and July 2025
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In connection with this offering, on June 10, 2025, the Corporation entered into a subscription agreement with Paulson pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of approximately $100 million, 7,575,757 common shares, no par value, of the Corporation at a price of $13.20 per common share (the “June Private Placement”). The Corporation received net proceeds from the June Private Placement of approximately $100 million. The aggregate gross proceeds received from the offering and June Private Placement were approximately $474 million. The June Private Placement closed on June 16, 2025.
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Private Placements – October 2025
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On October 27, 2025, the Corporation entered into subscription agreements with Agnico Eagle Mines Limited (“Agnico Eagle”) and JPMorgan Chase Funding Inc., an affiliate of JPMorgan Chase & Co. (“JPMorgan”), respectively, pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of $255 million (i) 10,944,205 common shares (the “October Private Placement Shares”), no par value, of the Corporation at a price of $23.30 per common share, 7,725,321 to Agnico Eagle and 3,218,884 to JPMorgan; and (ii) common share purchase warrants (the “October Warrants”) to purchase up to an aggregate of 4,053,408 common shares (collectively, the “October Private Placements”). The October Warrants were issued in three tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date of the October Private Placements. The one-, two- and three-year warrants are exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The October 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 for a specified period and a registration statement covering the common shares issuable upon exercise of the October Warrants 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. The October Private Placement Shares were priced at $23.30 per common share, being the closing price of the Corporation’s common stock on Nasdaq on Friday, October 24, 2025. The October Private Placements closed on October 28, 2025.
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Equity Offering and Concurrent Private Placement – October 2025
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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 at a price to the public of $24.25 per common share, for gross proceeds of approximately $71.2 million and net proceeds of approximately $67.9 million to the Corporation. In connection with this offering, 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 net proceeds to the Corporation of approximately $6.8 million. The offering closed on October 30, 2025, and the concurrent private placement closed on October 31, 2025.
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Private Placement – November 2025
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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 approximately $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) common share purchase warrants (the “November Warrants”) to purchase up to an aggregate of 400,000 common shares (collectively, the “November Private Placement”). The November Warrants were issued in three tranches with one-third expiring on each of the first, second and third anniversaries of the closing date of the November Private Placement. The one-, two- and three-year warrants are exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The November Warrants were issued on substantially the same terms and conditions as the October Warrants. The November Private Placement closed on November 19, 2025.
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Private Placements – December 2025
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On December 12, 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 gross proceeds of approximately $28.8 million (i) 1,000,000 common shares, no par value, of the Corporation at a price of $28.84 million per common share, and (ii) common share purchase warrants (the “December Warrants”) to purchase up to an aggregate of 370,000 common shares (collectively, the “December Private Placement”). The December Warrants were issued in three equal tranches, with the first tranche expiring on December 23, 2026, and the second and third tranches expiring on the second and third year anniversaries, respectively, of the closing date of the December Private Placement. The one-, two- and three-year December Warrants are exercisable at prices of $38.93, $43.26 and $47.59 per common share, respectively. The December Warrants were issued on substantially the same terms and conditions as the October Warrants and the November Warrants. The December Private Placement closed on December 18, 2025.
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On December 15, 2025, the Corporation entered into a subscription agreement with Hatch Ltd. (“Hatch”) pursuant to which the Corporation agreed to sell and issue in two tranches, for aggregate gross proceeds of approximately $4.0 million, 138,696 common shares, no par value, of the Corporation at a price of $28.84 per common share, which was the closing price of the common shares on Nasdaq on Friday, December 12, 2025. The first tranche was comprised of 69,348 common shares and closed on December 22, 2025, for proceeds of $2.0 million. The second tranche will be comprised of the remaining 69,348 common shares and issued as soon as practicable after the later of (x) the date the board of directors of the Corporation makes a final investment decision with respect to the Stibnite Gold Project; and (ii) the date the Corporation signs definitive documentation with respect to project financing.
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Potential Project Debt Funding from U.S. EXIM
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Removed paragraphs (53)
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NEPA Permitting Update
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Ancillary Permitting Update
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Previously submitted permit applications are continuing through the administrative review process. These include applications and plans to IDEQ for the Idaho Pollutant Discharge Elimination System discharge permits, to IDWR for financial assurance, and to IDWR for a stream alteration permit.
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Department of Defense Funding
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In September 2022, Perpetua Resources was awarded two funding grants of $100,000 each from the U.S. Department of Defense (“DOD”) Defense Logistics Agency (“DLA”) under the DLA’s “Production of Energetic Materials and Associated Precursors” Small Business Innovation Research (“SBIR”) grant solicitation to study the domestic production of military-grade antimony trisulfide, an essential component in ammunition and dozens of other defense materials. As described in the grant’s objective, the program is focused on reducing “foreign reliance and single points of failure for the domestic manufacturing of energetic materials” through the development of a domestic source. After a competitive review process, Perpetua Resources was awarded SBIR Phase 1 funding of $100,000 under each of the two programs. Under the DLA grants, Perpetua Resources evaluated whether antimony from the Stibnite Gold Project can meet military specifications (“mil-spec”) and also evaluated alternate methods for synthesizing antimony trisulfide. During the years ended December 31, 2024 and 2023, $nil and $124,997, respectively, was recognized as grant income for these grants. The programs were complete in September 2023 and no further grant income is anticipated under these grants.
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In December 2022, Perpetua Resources was awarded an undefinitized TIA 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 available funding under the TIA to $59.2 million. The funding objective of the TIA, issued by the Air Force Research Laboratory, is to complete environmental and engineering studies necessary to obtain a FEIS, a ROD, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials. The DPA funding allows the Company to advance the construction readiness of the Stibnite Gold Project while the Company continues through the ongoing permitting process, led by the USFS. Under the funding agreement, Perpetua Resources may request reimbursement for certain costs incurred through June 16, 2025 related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness
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and permitting process for the Stibnite Gold Project. The DPA funding does not interrupt the completed and ongoing permitting process. The TIA contains customary terms and conditions for technology investment agreements, including ongoing reporting obligations. Perpetua Resources is evaluating other U.S. government funding opportunities, including programs available through the DOD. During the year ended December 31, 2024, $33,619,111 was recognized as grant income related to the TIA. The Company anticipates recognizing the remaining funds of approximately $10,000,000 as reimbursement for expenses expected to be incurred through June 16, 2025. During the year ended December 31, 2024, the Company was reimbursed $32,468,545 for certain costs incurred.
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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 DOD Ordnance Technology Consortium (“DOTC”). The OTIA will build on research conducted under a previously announced Small Business Innovation Research Grant. 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. As of December 31, 2024, the current estimated amount of available funding was $15.5 million, which is subject to adjustment by the DOD based on scope, costs, budget, or other factors as the program advances. Perpetua will be entitled to reimbursement for all costs incurred under the agreement, with the negotiated fee being 12%. The OTIA contains customary terms and conditions for OTIAs, including ongoing reporting obligations. During the year ended December 31, 2024, $3,745,935 was recognized as grant income related to the OTIA. The Company anticipates recognizing approximately $6,400,000 of additional grant income in 2025. During the year ended December 31, 2024, the Company was reimbursed $4,941,834 for certain costs incurred and received a 12% fee of $593,020.
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Construction Readiness Activities
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The Company is advancing construction readiness activities in parallel with the permitting process. Recent updates include:
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Franco-Nevada Silver Royalty
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On March 21, 2024, the Company entered into a royalty agreement with a wholly owned subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) pursuant to which Perpetua, through its subsidiaries, sold Franco-Nevada a royalty on the future payable silver production from the Project in exchange for a cash payment of $8.5 million. Silver represents less than 0.3% of projected life-of-mine revenue in the 2020 Feasibility Study. Under the agreement, Franco-Nevada will receive all of the payable silver by-product revenue over the life-of-mine, subject to the terms of the agreement. Perpetua intends to use the proceeds for general corporate purposes.
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The Company’s latest liquidity forecast indicates that available cash resources for expenses not eligible for reimbursement under the DPA funding are expected to be exhausted in the third quarter of 2025. The Company expects to incur other costs in the foreseeable future that are not eligible for DPA funding reimbursement and may incur unanticipated increases to costs as a result of inflation, increased fuel or labor costs or other factors. Furthermore, only approximately $10 million remained available for reimbursement under the TIA as of December 31, 2024, and costs must be incurred on or before June 16, 2025 to be eligible for reimbursement. Once such funding is exhausted or has expired, the Company will need to seek new funding sources for expenses currently reimbursed through the DPA funding. 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 or strategic opportunities. In particular, the Company has engaged RBC Capital Markets and Endeavour Financial to assist with the evaluation of potential strategic and financing opportunities and to support the Company’s application process in connection with the U.S. EXIM $1.8 billion Letter of Interest received in April 2024. Any such financing or strategic transaction, or any funding commitment from U.S. EXIM, will be subject to due diligence, the negotiation of funding terms and other conditions, and there can be no assurance of the amount, timing or nature of any such financing or strategic transaction, if any, and any such financing or strategic transaction may not be consummated at all. Additionally, the potential costs of obtaining such financing or any strategic transaction can be significant and may put additional strains on our cash flows. Absent additional financing, the Company would no longer be able to meet its ongoing obligations or advance construction readiness activities. See “—Liquidity and Capital Resources” for more information.
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The forward‐looking information contained in this section is subject to the risk factors and assumptions contained in the “Cautionary Note Regarding Forward-Looking Statements” and* *“Risks Factors” sections.
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Net loss for the year ended December 31, 2024, was $14.5 million compared with a net loss of $18.8 million for 2023. This $4.3 million decrease for the year was primarily attributable to a $16.3 million increase in grant income and a $5.0 million decrease in CWA settlement expense. These changes were partially offset by a $15.4 million increase in exploration costs, a $0.7 million increase in corporate salaries and benefits, and a $0.6 million increase in environmental liability expense. As noted above, for the year ended December 31, 2024, the Corporation’s main focus was the continued evaluation and advancement of the Stibnite Gold Project.
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Corporate Salaries and Benefits
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This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily corporate employees. Salaries and benefits for the year ended December 31, 2024 were $0.7 million, or 37.1%, higher than the previous year due to a higher corporate salary and higher share-based compensation.
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Directors’ Fees
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Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the Independent Lead Director, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. Directors’ fees are inclusive of cash fees and share-based compensation (deferred share units and share purchase options). This expense for the year ended December 31, 2024, is $0.1 million, or 15.4%, higher than the previous year primarily due to higher share-based compensation expense.
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Exploration
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This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labor, drilling, field office costs, engineering, permitting, environmental and legal and sustainability costs. The Company’s exploration expenses of $45.3 million during the year ended December 31, 2024 are $15.4 million, or 51.4%, higher than the previous year primarily due to a $13.4 million increase in engineering costs, a $1.9 million increase in consulting and labor costs, and a $1.2 million increase in field office and drilling support costs partially offset by a $0.9 million decrease in permitting costs. Engineering expenses for the year ended
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December 31, 2024 were higher than the previous year due to advancing construction readiness engineering and planning. Additional details of expenditures incurred are as follows:
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Environmental Liability Expense
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This expense relates to the ASAOC signed in January 2021 to voluntarily address environmental conditions at the abandoned mine site. Upon signing of the ASAOC, the Company recorded an immediate expense of $7.5 million and a corresponding environmental reclamation liability. Cost estimates were developed with the use of engineering consultants, independent contractor quotes and the Company’s internal development team, and the timing of cash flows is based on the current schedule for early action items. In the year ended December 31, 2024, the total cost estimate to complete Phase 1 early response actions increased $0.6 million compared to the same period in 2023, driven by a higher estimated increase in the current period for the remaining Phase 1 work to be performed. As of December 31, 2024, the estimate for the remaining environmental liability for Phase 1 work under the ASAOC is $nil.
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CWA Settlement Expense
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This expense relates to the settlement with the Nez Perce Tribe to resolve the CWA litigation. The Settlement Agreement provides for total payments of $5.0 million by the Company over a four-year period. The Company recognized $5.0 million in 2023 for this settlement. During 2024, the Company paid $2.0 million against this payable and a total balance of $3.0 million is accrued as of December 31, 2024.
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This expense is related predominantly to the costs of insurance policies for our U.S. offices and is 4.1%, lower for the year ended December 31, 2024 than the previous year.
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Professional Fees
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This expense relates to the legal, accounting and consulting costs of the Corporation. The expense for the year ended December 31, 2024 is $0.1 million, or 7.1%, higher than the previous year primarily due to an increase in accounting and auditing fees and legal costs.
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Shareholder and Regulatory
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This expense relates to marketing, licenses and fees, and shareholder communications. The expense for the year ended December 31, 2024 is $0.02 million, or 4.8%, higher than the previous year primarily due to an increase in licenses and fees.
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ATM Offering
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On May 12, 2023, the Corporation entered into the Sales Agreement (the “Sales Agreement”) providing for the sale by the Corporation, from time to time, of the Corporation’s common shares having an aggregate gross offering price of up to $20.0 million (the “ATM Offering”). During the year ended December 31, 2024, the Corporation sold 1,834,104 common shares in exchange for proceeds of approximately $10.4 million, which is net of offering costs of approximately $0.6 million. During the year ended December 31, 2023, the Corporation sold 894,882 common shares in exchange for proceeds of approximately $2.1 million, which is net of offering costs of approximately $0.7 million. As of December 31, 2024, an aggregate offering amount of $6.2 million of common shares remained available for issuance and sale under the program. The Company may issue shares under the ATM from time to time.
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Equity Offering
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DOD Funding
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In December 2022, the Company was awarded an undefinitized TIA 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 to provide for an additional $34.4 million in funding, bringing the total amount of funding available under the TIA to $59.2 million. Under the TIA, Perpetua Resources may request reimbursement for certain costs incurred through June 16, 2025 related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and permitting process for the Stibnite Gold Project, which includes reimbursement of employee wages for activities included in the scope of the TIA. During the year ended December 31, 2024, $33.6 million was recognized as grant income related to the TIA. During the year ended December 31, 2024, the Company was reimbursed $32.5 million for certain costs incurred, and received reimbursement of an additional $2.4 million in February 2025 under the TIA with respect to expenses incurred in the year ended December 31, 2024. As of December 31, 2024, $10.0 million of additional funding remained available under the TIA, which the Company expects to be incurred through June 16, 2025 and reimbursed.
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U.S. EXIM Indication of Interest
Previous report
On April 8, 2024, the Company announced that it received a non-binding and conditional Letter of Interest from U.S. EXIM for potential debt financing of up to $1.8 billion through U.S. EXIM’s “Make More in America” and “China and Transformational Exports Program” initiatives. The Company expects to submit a formal application to U.S. EXIM in the second quarter of 2025. Upon receipt of an application for financing, U.S. EXIM will conduct the due diligence necessary to determine if a final commitment may be issued. Any final commitment will be dependent on meeting U.S. EXIM’s underwriting criteria, authorization process, finalization and satisfaction of terms and conditions. All final commitments must comply with U.S. EXIM policies as well as program, legal and eligibility requirements. There can be no assurance that the Company will be able to successfully satisfy any or all of such conditions on the expected timeline, or at all. SeeItem 1A, Risk Factors - Funding under the U.S. EXIM letter of interest is subject to an application
Previous report
Liquidity
Previous report
Perpetua Resources’ current liquidity needs relate to its plans to:
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Reworded paragraphs (16)
Previous wording
Perpetua Resources (formerly Midas Gold Corp.) was incorporated on February 22, 2011 under theBusiness Corporations Act (British Columbia) (the “BCBCA”). 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. The Corporation currently operates in one segment: mineral exploration in the United States. The registered office of Perpetua Resources is Suite 1008-550 Burrard St, Vancouver, BC, V6C 2B5, Canada and the corporate head office is located at 201-405 S 8th St, Boise, ID 83702, USA.
Current wording
Perpetua Resources Corp. (formerly Midas Gold Corp.) was incorporated on February 22, 2011 under the BCBCA. 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. The Corporation currently operates in one segment: mineral exploration and development in the United States. The registered and records office of Perpetua Resources is located at Suite 2501-550 Burrard St, Vancouver, BC, V6C 2B5, Canada and the corporate head office is located at Suite 201-405 S 8th St, Boise, ID 83702, USA.
Previous wording
Perpetua Resources’ vision is to provide the United States with a domestic source of the critical mineral antimony, develop one of the largest and highest-grade open pit gold mines in the country and restore an abandoned brownfield site. In 2025, Perpetua Resources is focused on receiving the final permits for the Stibnite Gold Project to support a construction decision in 2025 and advancing execution planning to prepare the Project to be construction-ready once all required permits are received.
Current wording
Perpetua Resources’ vision is to provide the United States with a domestic source of the critical mineral antimony, develop one of the largest and highest-grade open pit gold mines in the country, and restore an abandoned brownfield site. Perpetua Resources’ focus for 2026 is on the following:
Previous wording
On September 6, 2024, the USFS published the FEIS and a DROD for the Stibnite Gold Project. The FEIS analyzes the potential environmental effects and benefits of the mining and reclamation activities proposed as part of the Stibnite Gold Project. The DROD outlined the USFS’s proposed decision to authorize the Modified Mine Plan and to approve a special use authorization for transmission line upgrades and installation of a new power transmission line with supporting infrastructure. On January 3, 2025, the USFS published the ROD and FEIS Errata authorizing the Modified Mine Plan for the Project. Per the requirements of the FEIS and ROD, numerous plans comprising the suite of Environmental Monitoring and Management Plans are in process and will incorporate Project updates as well as required mitigation measures, environmental protection measures, financial assurance, and design features. This will include preparation of a Final Mine Plan of Operations.
Current wording
On January 3, 2025, the USFS published the ROD and FEIS Errata approving the 2021 Modified Mine Plan for the Project. Per the requirements of the FEIS and ROD, Perpetua was required, among other things, to prepare for USFS review and approval a Plan of Operations based on the Modified Mine Plan and other plans comprising the suite of Environmental Monitoring and Management Plans. These plans were to incorporate Project updates as well as required mitigation measures, environmental protection measures, financial assurance and design features in this additional documentation. The Company subsequently submitted all required plans for review and approval by USFS.
Previous wording
Following the USFS’ publication of the ROD and FEIS authorizing the mine plan for the Project, claims were filed against the USFS, USDA, and other federal agencies on February 18, 2025 in the United States District Court for the District of Idaho by a number of claimants, 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 and Project approvals and enjoin any further implementation of the Project. PRII has filed a motion with the court to intervene in this lawsuit. The Company believes the federal permitting process was conducted thoroughly and completely by the relevant federal regulatory agencies. However, there can be no assurance that the ROD, FEIS, and other Project approvals will be upheld upon judicial review.
Current wording
Following the USFS’ publication of the ROD and FEIS approving the Modified Mine Plan for the Project, lawsuits were filed against the USFS, 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 issued by the USFS, the Final Biological Opinions issued by the U.S. Fish and Wildlife Service and the National Marine Fisheries Service on September 6, 2024, and October 7, 2024, respectively (together, the “Final Biological Opinions”) and other Project 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 April 2, 2025.
Previous wording
The Company’s CWA Section 404 permit application, proposed Compensatory Mitigation Plan, and associated financial assurance remain under review by the Army Corps after the public comment period ended in October 2023. The Army Corps has been a part of the review process as a cooperating agency since the Company began the federal NEPA process and has been formally evaluating the Section 404 permit application since 2023. The Section 404 permit is the last remaining federal permit required to be issued prior to a construction decision. Perpetua expects the permit to be issued in the first half of 2025. For additional detail regarding the NEPA process, including ongoing challenges to the ROD, seeItem 1, Business – Permitting and Environmental Matters.
Current wording
On May 19, 2025, the USACE issued the CWA Section 404 permit for the Project, which included the Compensatory Mitigation Plan. USACE was a part of the review process as a cooperating agency since the Company began the federal NEPA process after filing the CWA Section 404 permit application in 2023. The CWA Section 404 permit was the last remaining federal permit needed to advance the Project towards a construction decision. On October 21, 2025, USACE issued a letter to the Company confirming that the conditions set forth in the CWA Section 404 permit necessary to begin construction, including posting of construction phase financial assurance, had been met.
Previous wording
With receipt of the ROD, the Corporation is focused on advancing the Project towards a construction decision, including finalizing the remaining federal and state permits and securing project financing. Recent permitting updates include:
Current wording
With receipt of all federal permits, the Company is focused on advancing the Project towards a full construction decision, including finalizing the remaining state permits and securing project financing. Recent permitting updates include:
Previous wording
This income is from funding grants awarded to the Company from the DOD to study the domestic production of military-grade antimony trisulfide and to complete environmental and engineering studies necessary to obtain a FEIS, a ROD, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials. During the year ended December 31, 2024, grant income increased $16.3 million as a result of two new larger grants received during 2023 that continued in 2024. See also Note 10 to the Consolidated Financial Statements.
Current wording
This income is from funding grants awarded to the Company from the DOW to study the domestic production of military-grade antimony trisulfide and to complete environmental and engineering studies necessary to obtain a FEIS, a ROD and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials. Grant income for the year ended December 31, 2025 was $15.0 million, which was $22.1 million less than the comparable period in 2024 due to the DPA funding being exhausted in May 2025. See also Note 7 to the Consolidated Financial Statements.
Previous wording
This income results from interest received on the Corporation’s cash balances. The income for the year ended December 31, 2024 is $0.2 million, or 44.4%, lower than the previous year primarily due to lower average cash balance during 2024 than in 2023.
Current wording
This income results from interest received on the Corporation’s cash balances. Interest income for the year ended December 31, 2025 was $12.1 million, which was $11.6 million higher than the previous year primarily due to higher average cash balance during 2025 than in 2024.
Previous wording
Capital resources of Perpetua Resources consist primarily of cash and liquid short-term investments. As of December 31, 2024, Perpetua Resources had cash and cash equivalents totaling approximately $44.1 million, approximately $2.6 million in receivables, principally from DOD grants, $0.7 million in prepaid assets, and $5.7 million in trade and other payables.
Current wording
Capital resources of Perpetua Resources consist primarily of cash and liquid short-term investments. As of December 31, 2025, Perpetua Resources had $714.2 in cash and cash equivalents, $59.5 million in restricted cash and cash equivalents, $1.8 million in receivables, $5.0 million in prepaids, $27.6 million in current deposits, and $13.6 million in trade and other payables. See additional discussion in the “Capital Resources” section below.
Previous wording
Our anticipated expenditures for fiscal year 2025 are approximately $65.9 million, of which approximately $10.0 million are expected to be funded from the reimbursements under the TIA and the remainder from cash on hand and other sources. These expenditures include an estimated $11.9 million to fund permitting of the Stibnite Gold Project, $16.2 million for general corporate purposes, project financing and administrative costs, $28.4 million for detailed engineering, design work and down payments on long lead time equipment, $8.0 million for field operations and approximately $1.5 million to advance ASAOC bridge phase planning and reporting on and monitoring the completed Phase 1 ASAOC work. These costs are subject to change due to cost over-runs, delays or other unbudgeted events, such as effects of inflation, elevated interest rates and the potential impact of tariffs on U.S. trading partners. Our long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,215 million as of the fourth quarter of 2024 according to the 2024 Financial Update. We anticipate making a construction decision for the Project in 2025. As such, our capital expenditures for 2025 may increase significantly to reflect the
Current wording
Long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,576 million as of December 31, 2025, according to the TRS, and to fund reclamation financial assurance, debt service and other discretionary corporate and exploration costs. See additional discussion in the “Liquidity” section below.
Previous wording
On November 18, 2024, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 3,439,465 of its common shares to the underwriters at a price of $10.17 per share. Proceeds received from the offering were approximately $33.2 million, which is net of offering costs of approximately $1.8 million, and have been, or will be, used for down payments on long lead time materials, detailed engineering for the Project, and general corporate purposes. The Corporation granted the underwriters an option to purchase up to an additional 515,919 shares within 30 days of the offering which they did not exercise.
Current wording
On June 11, 2025, the Corporation entered into the Underwriting Agreement providing for the sale by the Corporation of 22,728,000 common shares, no par value, to the underwriters at a price of $13.20 per common share. On June 12, 2025, the offering was upsized to 24,622,000 common shares at a price of $13.20 per share. Pursuant to the Underwriting Agreement, the Corporation granted the underwriters an option to purchase up to an additional 3,693,300 common shares within 30 days of the offering which the underwriters exercised on July 10, 2025. The sale of common shares issued in connection with the option closed on July 14, 2025. Net proceeds received from this sale were approximately $46.8 million, which is net of offering costs of approximately $2.0 million.
Previous wording
and diligence process, and the amount and timing of such funding, if any, is uncertain and subject to conditions outside the Company’s control.
Current wording
On April 8, 2024, the Company announced that it received a non-binding and conditional Letter of Interest from U.S. EXIM for potential debt financing of up to $1.8 billion through U.S. EXIM’s MMIA initiative and CTEP. On May 23, 2025, the Company submitted its formal application to U.S. EXIM for potential debt financing of up to $2.0 billion, and on September 8, 2025, the Company received a preliminary, non-binding indicative financing term sheet from U.S. EXIM. On March 30, 2026, the board of U.S. EXIM initiated the Congressional Notice Period for an approximately $2.7 billion senior secured loan for the Project. The U.S. EXIM loan, if approved, is expected to be comprised of a direct loan of approximately $2.2 billion for construction of the Project, financial assurance and certain discretionary corporate and exploratory costs, and the remainder representing capitalized interest and fees. The initiation of the Notice Period does not represent a financing commitment from U.S. EXIM. A funding commitment, if any, is conditional upon the satisfaction of certain conditions, including approval by the U.S. EXIM board following the 25-day Notice Period and execution of definitive loan documentation. There can be no assurance that the board of U.S. EXIM will approve the proposed loan after the Notice Period, or at all, or that, if approved, the terms or amount of such loan will be the same as those initially indicated. Based on the Congressional review timeline and U.S. EXIM process, the Company anticipates a final approval vote on the loan by the board of U.S. EXIM shortly after the notice period ends. Any funding under the loan (if approved) would be subject to finalization of definitive loan documents with U.S. EXIM and satisfaction of all conditions to closing, which the Company anticipates could occur in the second half of 2026. The amount and timing of such funding from U.S. EXIM, if any, is uncertain and subject to conditions outside the Company’s control.
Previous wording
On February 13, 2025, Perpetua 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, Perpetua is responsible for paying all costs incurred by IPCo as they procure new equipment from vendors with an estimated cost of $90.2 million. All contractual commitments of $1.0 million or greater must be approved by Perpetua prior to IPCo entering a binding contractual commitment with a vendor. The initial payment of $18.8 million was paid following execution 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 Perpetua or refund to Perpetua.
Current wording
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. 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 an additional $7.3 million was paid during 2025. 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.
Previous wording
commencement of construction. Any such expenditures would be subject to the timing and nature of project financing or any strategic transaction that may be executed in 2025.
Current wording
Our long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,576 million as of the fourth quarter of 2025 according to the TRS, and to fund reclamation financial assurance, debt service, exploration and other corporate costs. As such, our capital expenditures may increase significantly during the next 12 months to reflect the commencement of full construction and any such expenditures would be subject to the timing and nature of project financing. The Company expects to finance the majority of these capital costs through cash on hand and project financing from U.S. EXIM or other sources and would not commence full construction activities until such full project financing is in place.
Previous wording
Mineral Property Acquisition and Exploration Costs
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Mineral Property Acquisition and Exploration and Pre-Development Costs
Previous wording
Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits, or (b) at undeveloped concessions. Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production that are expensed due to the lack of evidence of economic development, which is necessary to demonstrate future recoverability of these expenses. Secondary development costs are incurred for preparation of an ore body for production in a specific ore block or work area, providing a relatively short-lived benefit only to the mine area they relate to, and not to the ore body as a whole.
Current wording
Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits, or (b) at undeveloped concessions. Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production that are expensed due to the lack of evidence of economic development, which is necessary to demonstrate future
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The Company believes the USFS ROD and other federal regulatory processes challenged in the two 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 those two cases will be upheld upon judicial review.
Current report — wording carried from elsewhere
recoverability of these expenses. Secondary development costs are incurred for preparation of an ore body for production in a specific ore block or work area, providing a relatively short-lived benefit only to the mine area they relate to, and not to the ore body as a whole.