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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$21.16+8.3%Stored close · as of Nov 9, 2026

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Contents

Notes to the Consolidated Financial Statements

In thousands of U.S. Dollars, except for shares and per share amounts

**1.**Nature of Operations

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 (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 and development in the United States.

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 during 2026, if such financing is delayed, the Company has flexibility to defer or delay such expenses until financing is in place. The full financing is expected to include project financing from U.S. EXIM or other sources as well as proceeds from the Company’s 2025 equity offerings.

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 a notification to Congress with respect to the proposed loan. 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 or that the proposed loan will be sufficient for us to construct the 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. 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.

**2.**Summary of Significant Accounting Policies

a.Basis of Presentation

These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain prior period amounts have been reclassified to be consistent with current period presentation.

b.Basis of Consolidation

These consolidated financial statements include the results of Perpetua Resources and its wholly owned subsidiary companies Perpetua Resources Idaho, Inc. and Idaho Gold Resource Company, LLC. All intercompany transactions, balances, income and expenses have been eliminated.

c.Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations and share-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected.

d.Functional and Reporting Currency

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional and reporting currency of the Company and its subsidiaries is the U.S. Dollar (“USD” or “$”). All amounts in these consolidated financial statements are in USD, unless otherwise stated.

Transactions in currencies other than the entity’s functional currency are recorded at the exchange rate prevailing at the dates of the transactions. Monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in the Consolidated Statements of Operations.

e.Cash and Cash Equivalents

For the purpose of the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, the Company considers all highly liquid investments readily convertible to a known amount of cash with an original maturity of three months or less and subject to an insignificant risk of changes in value to be cash equivalents.

f.Restricted Cash and Cash Equivalents

The Company, under the terms of agreements with financial institutions to provide financial assurance instruments to regulatory agencies on behalf of the Company, is required to collateralize certain portions of our obligations. The Company has collateralized these obligations by depositing cash or assigning term deposits to the respective institutions. The ultimate timing of the release of the collateralized amounts is dependent on the timing and closure of each obligation and repayment of the facility. In order to release the collateral, the Company must seek approval from certain government agencies responsible for monitoring the obligation status. Collateral could also be released to the extent the Company is able to secure alternative financial assurance satisfactory to the regulatory agencies. The Company believes there is a reasonable probability that the collateral will remain in place beyond a twelve-month period and has therefore classified these investments as long-term.

g.Buildings and Equipment

Buildings and equipment are recorded at cost less depreciation and depletion and accumulated impairment losses, if any. We capitalize expenditures for improvements that significantly extend the useful life of an asset. We charge expenditures for maintenance and repairs to operations when incurred. When an asset is sold, we recognize a gain (loss) in the Consolidated Statements of Operations based upon the proceeds received on the sale less the net carrying value of the asset. The cost of self-constructed assets includes the cost of materials, direct labor and an appropriate portion of normal overhead. Portions of interest costs incurred on debt is capitalized as a part of the cost of constructing or acquiring certain qualifying assets.

The Company depreciates its assets, less their estimated residual values, as follows:

​​​​​
Category​ ​ ​Method​ ​ ​Useful life
Equipment and VehiclesStraight-line3 to 7 years
Building Leasehold ImprovementsStraight-line5 to 8 years

Buildings and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of buildings and equipment, the recoverability test is performed using undiscounted net cash flows related to the assets or asset group. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets or asset group.

h.Mineral Properties and Interest

Perpetua Resources is in the development stage based on the Company’s Probable Mineral Reserves as set forth in the Technical Report Summary, dated as of December 31, 2025 (the “TRS”). Mineral properties and interest acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are capitalized as mineral properties and interest acquisition costs at such time as the payments are made. Exploration and pre-development costs are expensed as incurred.

When it is determined that a mining deposit can be economically and legally extracted or produced based on established Proven and Probable Mineral Reserves under Regulation S-K subpart 1300 (“S-K 1300”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”), development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of Proven and Probable Mineral Reserves is based on results of feasibility studies, which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future are written off.

We review and evaluate the net carrying value of mineral properties and interest for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis.

If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

The recoverability of the carrying values of mineral properties and interest is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes.

i.Leases

Upon inception, we determine if a contractual arrangement is, or contains, a lease. Right-of-use (“ROU”) assets and liabilities related to operating leases are separately reported in the Consolidated Balance Sheets. ROU assets related to finance leases are included in Buildings and Equipment, net.

Operating and finance lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. Operating lease ROU assets and liabilities also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the depreciation of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred.

j.Share Based Compensation

The Company uses its common shares for various forms of share-based compensation arrangements entered into with directors, officers, employees and consultants. Share-based compensation arrangements are accounted for at fair value on the date of grant. For awards with graded vesting, the fair value of each tranche is measured separately and recognized over its respective vesting period. The total amount recognized as expense is adjusted to reflect the number of share options which ultimately vest. The Company recognizes forfeitures as they occur.

The fair value of share purchase options is determined using a Black-Scholes valuation model. Option pricing models require the input of subjective assumptions including the length of time employees will retain their vested stock options before exercising them, expected stock price volatility and interest rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s net loss.

The fair value of share-based awards that do not contain market conditions is based on the valuation of the common share on the date of grant. The fair value of time-based awards that are ultimately expected to vest is recognized as an expense on a straight-line basis over the requisite service period. The fair value of performance-based awards is adjusted for the probability of achieving the performance conditions and is recognized on a straight-line basis over the term of the award agreement.

The fair value of share-based awards with market conditions is estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include expected stock price volatilities and related indices, the interest rate, and the probability of awards expected to vest.

k.Reclamation and Remediation Costs and Asset Retirement Obligations

The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration, development and production activities. The estimated costs associated with environmental reclamation liabilities are accrued in the period in which the liability is incurred if it is reasonably estimable or known. Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature of Company’s operations, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company periodically reviews accrued liabilities for such reclamation and remediation costs as evidence indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the Consolidated Statements of Operations in the period an estimate is revised.

The Company recognizes asset retirement obligations for statutory, contractual, or legal obligations associated with buildings and equipment and mineral interests and properties when those obligations result from the acquisition, construction, development or normal operation of the assets. The Company records a liability for the present value of estimated reclamation costs, and the related asset created with it, in the period in which the liability is incurred. The liability is accreted, and the asset is depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation are made in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value of such costs. The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures.

l.Fair Value Measurements

The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

●Level 1: Quoted market prices in active markets for identical assets or liabilities.
●Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
●Level 3: Unobservable inputs that are not corroborated by market data.

At December 31, 2025 and 2024, the Company hasno assets andno liabilities that are remeasured at fair value on a recurring basis.

m.Income Taxes

Income taxes are accounted for under the liability method. Under this method deferred income tax liabilities or assets are recorded for expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of those assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. We provide for federal, state and foreign income taxes currently payable, if any. Federal, state and foreign tax benefits are recorded as a reduction of income taxes, when applicable.

A valuation allowance is recorded against deferred tax assets if management does not believe the Company is more likely than not that the asset will be recognized. We evaluate available positive and negative evidence available to determine the amount of valuation allowance required on our deferred tax assets.

We evaluate uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized.

n.Loss Per Share

Basic loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of share purchase options and vesting and distribution of awarded share units, if dilutive. The Company’s potential dilutive shares include outstanding share purchase options, restricted share units, performance share units, deferred share units and warrants. Potentially dilutive shares as of December 31, 2025 and December 31, 2024 were as follows:

​​​​​
​​December 31,​December 31,
​​ ​ ​2025​ ​ ​2024
Share purchase options​288,000​695,500
Share units (RSU, PSU, DSU)​1,526,764​2,270,852
Share purchase warrants​4,823,408​—
Total6,638,172​2,966,352

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

o.Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents and restricted cash and cash equivalents. The fair values of these instruments approximate their carrying value given their short-term nature unless otherwise noted.

p.Concentration of Credit Risk

The financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents. The Corporation holds most of its cash with Canadian chartered banks and the risk of default is considered to be remote. As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions.

q.Grant Income

From time to time, the Company may be awarded government grants. U.S. GAAP does not have specific accounting standards covering government grants to business entities. The Company applies International Accounting Standards 20 (“IAS 20”), Accounting for Government Grants and Disclosure of Government Assistance by analogy when accounting for government grants. Under IAS 20, government grants are initially recognized when there is reasonable assurance the conditions of the grant

will be met and the grant will be received. After initial recognition, government grants are recognized in earnings on a systematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to compensate. A grant receivable is recognized if it compensates for expenses or losses already incurred. The Company has adopted the disclosure requirements of Accounting Standards Codification (“ASC”) 832 Government Assistance.

r.Research and Development Costs

Research and development costs are recognized as operating expenses when incurred and are classified as exploration costs.

s.Recently Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We have adopted the new standard effective December 31, 2025 retrospectively for all periods presented. See Note 8 for all periods presented with the new required disclosures. The new standard did not impact our Consolidated Financial Statements.

t.Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption.

**3.**Mineral Properties and Interest

At December 31, 2025 and 2024, the Company’s mineral properties and interest at the Stibnite Gold Project totaled $67.7 million and $66.8 million, respectively.

The Company’s subsidiaries acquired mineral rights to the Stibnite Gold Project through several transactions. All mineral and surface rights, where applicable, are held by the Company’s subsidiaries through patented and unpatented lode mining claims and mill sites, except the Cinnabar Option Claims which are held under an option to purchase, and all of the Stibnite Gold Project is subject to a 1.7% Net Smelter Returns (“NSR”) royalty upon the sale of project-related gold production.

On March 21, 2024, Perpetua Resources and its subsidiaries granted a 100% NSR royalty on the future payable silver production from the Project to Franco-Nevada Idaho Corporation (“Franco-Nevada”) for gross proceeds of $8.5 million. 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 $0.2 million associated with this transaction. The net proceeds of $8.3 million were recorded as a reduction to the carrying value of the mineral properties and interests during the year ended December 31, 2024.

The Company’s obligations under the gold and silver royalty agreements with Franco-Nevada are secured by a continuing security interest and a first priority lien on certain collateral including the land and mineral interests comprising the Project.

Included in mineral properties and interest are annual payments made under option agreements, where the Company is entitled to continue to make annual option payments or, ultimately, purchase certain properties. On November 22, 2024, the Company exercised its option to purchase certain properties containing water rights which can be used for mitigation during operations and increased mineral properties by $1.9 million related to this transaction. Annual payments made under other option agreements during 2024 were approximately $0.03 million.

As of December 31, 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 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.**Buildings and Equipment

At December 31, 2025 and 2024, the Company’s buildings and equipment were as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​​ ​ ​December 31, 2025​ ​ ​December 31, 2024
Buildings​$2,852​$2,301
Equipment and Vehicles​5,384​4,359
​​8,236​6,660
Accumulated Depreciation​(6,398)​(6,217)
Balance​$1,838​$443

Depreciation expense on buildings and equipment for the years ended December 31, 2025 and 2024 was $0.2 million and $0.1 million, respectively.

5**.**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.Share & Warrants Issuances

Shares Issued to Stibnite Foundation:

On December 19, 2025, the Corporation issued 150,000 of the Corporation’s common shares having a value of $3.954 million to the Stibnite Foundation pursuant to the terms of the Community Agreement. See Note 9f for additional details.

ATM Offering:

On May 12, 2023, the Corporation entered into the Sales Agreement providing for the sale by the Corporation, from time to time, of the Corporation’s common shares having an aggregate gross offering price of up to $20.0 million (the “ATM Offering”). During the year ended December 31, 2024, the Corporation sold 1,834,104 common shares in exchange for proceeds of approximately $10.4 million, which is net of offering costs of approximately $0.6 million. The ATM Offering was not renewed for 2025.

November 2024 Public Offering:

On November 18, 2024, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 3,439,465 common shares, no par value, to the underwriters at a price of $10.17 per common share. Pursuant to the underwriting agreement, the Corporation granted the underwriters an option to purchase up to an additional 515,919 common shares within 30 days of the offering which the underwriters did not exercise. The sale of common shares issued in connection with the offering closed on November 20, 2024. Net proceeds received from this sale were approximately $33.2 million, which is net of offering costs of approximately $1.8 million.

June 2025 Public Offering and Private Placement of Common Shares

On June 11, 2025, the Corporation entered into an 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.

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.

October 2025 Private Placements of Common Shares and Warrants

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 $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 inthree tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date of the October Private Placements. Theone-, two- andthree-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.

October 2025 Public Offering of Common Shares and Concurrent Private Placement

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.

November 2025 and December 2025 Private Placements of Common Shares and Warrants

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 inthree tranches with one-third expiring on each of the first, second and third anniversaries of the closing date of the November Private Placement. Theone-, two- andthree-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.

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 inthree 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. Theone-, two- andthree-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.

Private Placement of Common Shares to Hatch

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 intwo 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 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.

Share Purchase Warrants

A summary of share purchase warrant activity for the years ended December 31, 2025 and 2024 is as follows:

​ · ​ · ​ · ​ · ​ · ​
​​Number of​ ​ ​Weighted Average
​​ ​ ​Warrants​ ​ ​Exercise Price
Balance, December 31, 2023—​$—
Balance, December 31, 2024—​​—
Warrants Issued4,823,408​35.59
Balance, December 31, 20254,823,408​$35.59

As of December 31, 2025, share purchase warrants outstanding and exercisable were 4,823,408, have a weighted average exercise price of $35.59, and have a remaining weighted average life of 1.84 years.

​​​​​​
​​Number of​​​
Expiry date · ​ ​ ​ · Warrants · ​ ​ ​ · Price
October 28, 2026​1,351,136​$31.46
December 1, 2026133,333​​31.46
December 23, 2026123,333​​38.93
October 28, 20271,484,469​​34.95
December 18, 2027123,333​​43.26
October 28, 20281,484,470​​38.45
December 18, 2028123,334​47.59
Balance, December 31, 20254,823,408​$35.59
c.Share-based compensation

On March 8, 2021, the Corporation adopted the Omnibus Equity Incentive Plan (the “Plan”) to provide the Corporation with share-related mechanisms to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire shares as long-term investments and proprietary interests in the Corporation. The Plan was approved by the Corporation’s shareholders on April 16, 2021. On May 16, 2024, the Corporation’s approved an amendment to the Plan to increase the aggregate number of common shares available for the grant of awards under the Plan.

The Plan allows for awards in the following forms: share purchase option, restricted share unit, performance share unit or deferred share unit. Under the terms of the Plan, as amended, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot exceed 8,280,530 shares. Shares delivered under the Plan can be: 1) authorized but unissued shares, 2) treasury shares, or 3) shares purchased on the open market or by private purchase.

Share-based compensation was recognized in the consolidated statements of operations as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31,
​​ ​ ​2025​ ​ ​2024
Exploration & pre-development​$2,135​$1,980
General and administration​1,726​1,917
Total​$3,861​$3,897

Share Purchase Options

The following table summarizes activity for share purchase options that vest over the required service period of the participant:

​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · ​ · Weighted Average
​ · ​ ​ ​ · Number of Options · ​ ​ ​ · Exercise Price (C$)
Balance, December 31, 20231,665,750​$9.54
Options expired(350,875)​9.52
Options exercised(619,375)​8.04
Balance, December 31, 2024695,500​$10.88
Options expired(11,000)​6.20
Options exercised(396,500)​11.22
Balance, December 31, 2025288,000​$10.59

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. No options were granted during the years ended December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, the Company’s total share-based compensation from options was $nil and $nil, respectively.

As of December 31, 2025, share purchase options outstanding and exercisable were 288,000 and 198,000, have a weighted average exercise price of C$10.59 and C$11.26, respectively, and have a remaining weighted average life of 0.12 years and 0.08 years, respectively, with all outstanding options being exercised or expired during the first quarter of 2026. As of December 31, 2025, there wasno unvested compensation associated with the share purchase options.

As of December 31, 2025, the intrinsic value of outstanding and exercisable share purchase options is $4.7 million and $3.2 million, respectively. During the years ended December 31, 2025 and 2024, the intrinsic value of share purchase options exercised was $3.0 million and $1.7 million, respectively.

Restricted Share Units

The following table summarizes activity for restricted share units (“RSUs”) awarded under the Plan that vest over the required service period of the participant.

​​​​​​​
​ · ​ · ​ · ​ ​ ​ · ​ ​ ​ · Weighted Average
​ · ​ · ​ · ​ · ​ · Grant Date
​ · ​ ​ ​ · Share Units · Fair Value
Unvested, December 31, 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​​266,564​​9.42
Distributed (vested)​​(470,091)​​3.58
Cancelled​​(121,587)​​4.68
Unvested, December 31, 2025​​546,614​$5.70

During the years ended December 31, 2025 and 2024, the Company awarded 266,564 RSUs (2024:521,128 RSUs) with a weighted average grant date fair value of $9.42 per RSU (2024: $3.10) or approximately $2.5 million total (2024: $1.6 million). During the years ended December 31, 2025 and 2024, the fair value of RSUs distributed was $5.0 million and $1.1 million, respectively.

During the years ended December 31, 2025 and 2024, the Company has recognized $1.7 million and $1.5 million, respectively in compensation expense for Restricted Share Units. The Company expects to record an additional $1.1 million in compensation expense over the remaining vesting period related to these awards. Unvested units at December 31, 2025 are expected to vest as follows:

​​​
2026​ ​ ​332,490
2027151,862
2028​62,262
Total546,614

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 performance share units (“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, 2023546,583$6.35
Granted515,502​​4.81
Distributed​(1,395)​​4.79
Cancelled​(3,247)​4.92
Unvested, December 31, 20241,057,443$5.61
Granted​193,481​​13.56
Added by performance factor​246,318​​6.99
Distributed​(687,081)​​6.40
Cancelled(177,269)6.97
Unvested, December 31, 2025632,892$7.34

During the years ended December 31, 2025 and 2024, the Company recognized $1.8 million and $2.0 million respectively, in compensation expense related to PSUs and MPSUs. The Company expects to record an additional $1.8 million in compensation expense over the next 2.0 years. During the years ended December 31, 2025 and 2024, the fair value of PSUs distributed was $7.1 million and $0.1 million, respectively.

The PSUs and MPSUs are expected to vest as follows:

​​​
2026​ ​ ​351,746
2027153,226
2028115,920
2029​12,000
Total632,892

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 year ended December 31, 2025, PSUs awarded had a weighted average grant date fair value of $24.27 per PSU, or $0.4 million in total. During the year ended December 31, 2024, PSUs awarded had a weighted average grant date fair value of $4.23 per PSU, or $0.5 million.

MPSUs: During the years ended December 31, 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 year ended December 31, 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 stock price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends. The probabilities of the actual number of MPSUs expected to vest and resultant actual number of common shares expected to be awarded are reflected in the grant date fair values of the various MPSU awards. The per MPSU grant date fair value for the market condition was based on the following variables:

​​​​​​​​
​ · ​ ​ ​ · 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 stock price volatility​​55.16%​57.36%
Expected dividend yield​​—​​—​

The expected volatility utilized is based on the historical volatilities of the Corporation’s common shares and the GDXJ Index in order to model the stock price movements. The volatility used was calculated over the most recent three year period. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield 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 deferred share units (“DSUs”) awarded under the Plan that vest on the date of grant and settle upon the participant’s separation from service:

​​​​​​
​ · ​ · ​ · Weighted Average
​ · ​ ​ ​ · Share Units · ​ ​ ​ · Grant Date Fair Value
Outstanding, December 31, 2023226,574​$3.68
Granted115,107​4.01
Outstanding, December 31, 2024​341,681​$3.79
Granted36,360​11.24
Distributed​(30,783)​​3.46
Outstanding, December 31, 2025347,258​$4.60

Under the Plan, the Company may issue DSUs to non-employee directors. During the years ended December 31, 2025 and 2024,36,360 and 115,107 shares, respectively, with a grant date fair value of $0.4 million and $0.5 million, respectively, were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the consolidated statements of operations. During the years ended December 31, 2025 and 2024, the fair value of DSUs distributed was $0.3 million and $nil, respectively.

**6.**Reclamation Liabilities

a.Administrative Settlement Agreement and Order on Consent (“ASAOC”)

On January 15, 2021, the Company agreed to an ASAOC. The Company has accounted for its obligation under the ASAOC as an environmental reclamation liability. The provision for the liability associated with the terms of the ASAOC is based on cost estimates developed with the use of engineering consultants, independent contractor quotes and the Company’s internal development team. The timing of cash flows is based on the latest schedule for early action items. The estimated environmental reclamation liability may be subject to change based on changes to cost estimates and is adjusted for actual work performed. During the year ended December 31, 2025, the Company spent $nil (2024: $2.3 million) on ASAOC activities. At December 31, 2025, no further costs were accrued associated with this liability. Movements in the environmental reclamation liability during the years ended December 31, 2025 and 2024 are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Years ended December 31,
​​ ​ ​2025​ ​ ​2024
Balance at beginning of year​$—​$765
Additions​—​1,524
Work performed on early action items​—​(2,289)
Balance at end of year​$—​$—

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.

b.Asset Retirement Obligation (“ARO”)

Below is a reconciliation as of December 31, 2025 and 2024 of the ARO for the Project which are included in our estimated costs to reclaim environmental disturbance to date of $0.5 million andnil, respectively. The estimated reclamation and closure costs added in 2025 were discounted using a credit adjusted, risk-free interest rate of 7.0% and an inflation rate of 2.7%.

​​​​​​​
​ · ​ · Years ended December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Balance at beginning of year​$—​$—
Additions and changes to estimates​534​—
Balance at end of year​$534​$—
​​​​​​​
Current portion​$—​$—
Non-current portion​534​—
Balance​$534​$—

**7.**Government Grants

The Company has been awarded government grants by the 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 the advancement of the Company’s Stibnite Gold Project.

During the years ended December 31, 2025 and 2024, grant income included the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · Years ended December 31,
Government Grant​2025​ ​ ​2024
DPA​$10,004​$33,619
DOTC​4,970​3,746
Total​$14,974​$37,365

At December 31, 2025 and 2024, grant receivable, which is included in receivables on the Consolidated Balance Sheets, include the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · As at December 31,
Government Grant​2025​ ​ ​2024
DPA​$—​$2,382
DOTC​305​107
Total​$305​$2,489

Information regarding each individual grant is as follows:

DPA Grant: On December 16, 2022, the Company entered into an undefinitized 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 and 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.

During the years ended December 31, 2025 and 2024, the Company was reimbursed approximately $12.4 million and $32.5 million, respectively, for certain costs incurred. The TIA expired on June 16, 2025. All available funds under the TIA were disbursed andno additional funds are available under the program.

DOW Ordnance Technology Consortium (“DOTC”) Grant: On August 18, 2023, the Company was awarded an 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 year ended December 31, 2025, the Company received cash from this grant of $4.8 million (2024: $5.5 million) for reimbursement of certain costs incurred of $4.3 million (2024: $4.9 million) and 12% fee income of $0.5 million (2024 $0.6 million). During the year ended December 31, 2025, grant income includes $0.5 million (2024: $0.4 million) of 12% fee income earned on costs incurred.

**8.**Income taxes

No benefit (provision) has been recognized for the years ended December 31, 2025 and 2024. The United States and Canada components of net income (loss) for the years ended December 31, 2025 and 2024 are as follows:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · December 31,
​​ ​ ​2025​ ​ ​2024
United States​$(99,863)​$(7,577)
Canada​(529)​(6,906)
Total​$(100,392)​$(14,483)

The provision (benefit) for income taxes reported differs from the amount computed by applying the applicable income tax rates to the loss before the tax provision due to the following:

​​​​​​​​​​​​
​ · ​ ​ ​ · December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024 · ​
Income tax benefit computed at statutory rate of 21%​$(21,082)​ ​ ​(21.0)%$(3,041)​ ​ ​(21.0)%
Idaho state income tax, net of federal income tax effect​619​0.6​154​1.1​
Foreign tax effects - Canada​(14)​—​(11)​(0.1)​
Valuation allowance​22,472​22.4​2,272​15.7​
Nontaxable or nondeductible items:​​​​​​​​​​​
Share based compensation​​(1,889)​(1.9)​​616​4.2​
Other​152​0.2​7​—​
Other adjustments​​(258)​(0.3)​3​—​
Total​$—​—​$—​—​

The State income tax category is primarily driven by Idaho state taxes and includes the impact of enacted statutory rate reductions. Foreign tax effects primarily relate to Canadian tax rate differentials and the treatment of equity financing costs under Canadian tax law.

The significant components of the Company’s deferred tax assets are as follows:

​​​​​​​
​ · ​ · December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Net operating loss carryforward – U.S.​$44,018​$42,705
Net operating loss carryforward – CAD​12,441​12,440
Buildings and equipment​179​380
Mineral interest and properties​50,334​24,499
Financing costs​​5,425​​881
CWA settlement payable​​504​​510
Share based compensation​​1,878​​2,102
Other​288​53
Deferred tax assets​115,067​83,570
Less valuation allowance​(115,067)​(83,570)
Net deferred tax assets​$—​$—

The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2025 and 2024, the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on the weight of all available evidence. At December 31, 2025, approximately $5.4 million of the allowance balance relates to future tax benefits that will be credited directly to equity once it is recognized. The changes in the valuation allowance for the years ended December 31, 2025 and 2024 are as follows:

​​​​​​​
​ · ​ · December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Valuation allowance on deferred tax assets, beginning of year​$(83,570)​$(78,875)
Change related to:​​​​​​
Valuation allowance movement recognized in continuing operations​​​​
Federal​​(22,472)​​(2,272)
Idaho state​​(4,480)​​(487)
Foreign - Canada​​(1)​​(1,566)
Valuation allowance movement recognized in equity​(4,544)​(370)
Valuation allowance on deferred tax assets, end of year​$(115,067)​$(83,570)

As of December 31, 2025, the Company has U.S. loss carryforwards of approximately $70.1 million that expire in 2032 through 2037 and approximately $112.6 million with no expiration but which are subject to an 80% limitation upon utilization. The Company has state net operating loss carryforwards of approximately $134.9 million that expire in 2034 through 2045 and Canadian loss carryforwards of approximately $48.0 million that expire in 2033 through 2045 available to reduce future years’

income for tax purposes. The deferred tax asset table above reflects the tax-effected balances of the Company’s net operating loss carryforwards using a 25.19% rate for U.S.-based carryforwards and 27.00% rate for Canada-based carryforwards. Our utilization of U.S. net operating loss carryforwards may be subject to annual limitations under Section 382 of the Code due to changes in control that may have occurred as a result of recent capital transactions.

No income tax payments were made to U.S. federal, the state of Idaho, or foreign jurisdictions during the years ended December 31, 2025 and December 31, 2024.

In 2025 and 2024, the Company evaluated its tax positions for years which remain subject to examination by major tax jurisdictions and as a result concluded no adjustment was necessary. The Company files income tax returns in the U.S. and Canada federal jurisdictions, the state of Idaho jurisdiction, and the province of British Columbia jurisdiction. The Company hadno unrecognized tax benefits as of December 31, 2025 and 2024. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in its income tax provision. U.S. tax returns for the years 2022 to 2024 and Canadian tax returns for the years 2022 to 2024 remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions. Tax returns for years prior to 2022 may remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes from prior years can be adjusted during an audit of a later year.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA permanently extends multiple tax provisions of the 2017 Tax Cuts and Jobs Act, as well as repeals, modifies and introduces various other tax provisions including, but not limited to federal bonus depreciation and current deductions for domestic research and development expenditures. We do not anticipate that the OBBBA will have a material impact on the Company’s consolidated financial statements. We continue to evaluate the impact the OBBBA may have on the Company as the legislation has various future effective dates.

**9.**Commitments and Contingencies

a.Mining Claim Assessments

The Company currently holds mining claims and mill sites for which it has an annual assessment obligation of $0.3 million to maintain the claims in good standing. The Company is committed to these payments indefinitely.

b.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 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 $139.0 million (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 ($139.0 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 $35.0 million in favor of the Surety as beneficiaries (the “Surety Letter of Credit”), for the account of the Company. The Surety 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. In addition to the construction phase financial assurance required for the Stibnite Gold Project, financial assurance was required to be posted with the USACE for off-site mitigation. On October 17, 2025, The Bank of Nova Scotia (the “Bank”) issued an irrevocable standby letter of credit for up to $4.2 million in favor of USACE as beneficiary (the “USACE Letter of Credit”), for the account of the Company. The USACE Letter of Credit expiresone year from issuance, and is automatically extended unless notice of non-extension is provided at least ninety days prior to expiry. The Surety Letter of Credit and USACE Letter of Credit were 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.

To address financial assurance requirements of IDWR, on December 2, 2025, The Bank of Nova Scotia (the “Bank”) issued an irrevocable standby letter of credit for up to $16.4 million in favor of IDWR as beneficiary (the “IDWR Letter of Credit”), for the account of the Company. The IDWR 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 IDWR Letter of Credit was issued pursuant to an amended Credit Facility between the Bank and the Company, which provides for up to $55.55 million in standby letters of credit and guarantees and is secured by a deposit of $56.55 million in cash. The Credit Facility carries a 1% annual fee, and includes covenants, reporting requirements, collateral maintenance and event of default provisions.

c.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. 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.

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 and pre-development expense in the consolidated statements of operations in accordance with the Company’s accounting policies. Movements in the IPCo deposit during the years ended December 31, 2025 and 2024 are as follows:

​​​​​​​
​ · ​ · Year ended December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Balance at beginning of period​$—​$—
Deposits​26,059​—
Costs incurred - expense​(10,837)​—
Balance at end of period​$15,222​$—
​​​​​​​
Current portion​$15,222​$—
Non-current portion​—​—
Balance at end of period​$15,222​$—
d.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. Payments totaling $13.35 million were paid in 2025 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 and pre-development expense in the consolidated statements of operations in accordance with the Company’s accounting policies. Movements in the ATCO deposit during the years ended December 31, 2025 and 2024 are as follows:

​​​​​​​
​ · ​ · Year ended December 31,
​ · ​ ​ ​ · 2025 · ​ ​ ​ · 2024
Balance at beginning of period​$—​$—
Deposits​13,350​—
Costs incurred – expense​(1,000)​—
Costs incurred – asset​—​—
Balance at end of period​$12,350​$—
​​​​​​​
Current portion​$12,350​$—
Non-current portion​—​—
Balance at end of period​$12,350​$—
e.Vendor Deposits - Other

In addition to the material vendor agreements discussed above, the Company enters 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 fluctuate throughout the year. The balance was $nil for the years ended December 31, 2025 and 2024.

f.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 execution of the community agreement (the “Community Agreement”), dated November 30, 218, by and among 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 ROD issued by the 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, $0.75 million in cash and 300,000 in common shares of the Company which includes $0.45 million in cash contributions and $150,000 common shares valued at $4.0 million contributed during the year ended December 31, 2025 (2024: $nil). Future cash payments due include $0.5 million upon commercial production, annual payments during commercial production as described below, and $1.0 million upon commencement of final reclamation phase. During commercial production, the Company will make annual payments to the Stibnite Foundation equal to the greater of (i) 1% of total comprehensive income less debt repayments, and (ii) $0.5 million.

g.Option Payments on Other Properties

The Company is obligated to make option payments on mineral properties in order to maintain the option to purchase these properties. As of December 31, 2025, the option payments due on these properties in 2026 are approximately $0.03 million. The agreements include options to extend.

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 EPA and the USDA under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 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 year ended December 31, 2025, the Company paid $1.0 million towards this settlement obligation (December 31, 2024 - $2.0 million). As of December 31, 2025, CWA settlement payable current portion is $1.0 million with the remaining $1.0 million classified as long-term.

The voluntary 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 December 31, 2025, the RACR remains under review by the federal agencies and no further costs were accrued associated with this Phase 1 liability. During the year ended December 31, 2025, the Company spent $nil on Phase 1 activities (December 31, 2024: $1.5 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”) approving the mine plan for the Project, lawsuits 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, Final Biological Opinions (issued by the U.S. Fish & Wildlife Service and National Marine Fisheries Service), 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.

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 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 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 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 September 4, 2025.

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, and all such approvals remain in effect. After the partial shutdown of the federal government ended, the District Court lifted the stay and new scheduling orders were entered in both of these lawsuits challenging the ROD and other approvals of the Project issued by federal agencies. The scheduling order in the case filed by the environmental advocacy groups required all dispositive motions and briefs to be filed by all parties. before the end of January 2026. As of January 20, 2026, all briefs had been submitted. The scheduling order in the case filed by the Nez Perce Tribe requires all dispositive motions and briefs to be filed by all parties before the end of June 2026. Thesetwo lawsuits remain pending.

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 IBEQ published an order on May 27, 2025, upholding the air permit to construct (“PTC”) issued by the 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. The court entered an order dismissing the IBEQ as a party and requiring all briefs of the parties to be filed by an outside date of January 16, 2026. All briefing was filed as of that date. The court has not ruled on the parties’ dispositive motions, and the cases remain pending. 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 U.S. District Court for the District of Idaho against the Company and certain of its 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. On June 6, 2025, two new plaintiffs filed a joint stipulation seeking to be appointed co-lead plaintiffs, which was granted by the District Court on June 16, 2025. The plaintiffs filed an amended complaint on August 15, 2025. The amended 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. The Company filed a motion to dismiss the plaintiffs’ amended complaint on September 30, 2025. As of December 31, 2025, all briefs of all parties had been submitted in connection with this motion. The District Court has not ruled on the motion to dismiss, and this lawsuit remains pending. 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.

10.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 and development of its mineral interests in the state of Idaho, United States. This determination is based on the financial information reviewed by the CODM, which is assessed at a consolidated level.

The CODM is responsible for evaluating performance, allocating resources, and making strategic decisions. The primary measure used to assess the Company’s profitability is consolidated net loss, which is used to compare budgeted versus actual results and informs operating cash flow decisions on a monthly basis. The financial position, results of operations, and cash flows of the Company’s single reportable segment align with the consolidated financial statements presented herein. The measure of segment assets is reported on the consolidated balance sheet as total assets.

The CEO primarily evaluates the Company’s performance based on consolidated net loss and reviews significant expenses, when applicable, on a consolidated basis, consistent with the presentation in the consolidated statements of operations. While the CEO’s primary focus is on overall consolidated results, he also reviews supplemental information on exploration and pre-development costs by major category. The following table presents the Company’s exploration and pre-development costs by major category:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Years ended December 31
​​ ​ ​2025​ ​ ​2024
Consulting and labor cost​$15,117​$8,731
Engineering​71,495​23,155
Environmental and reclamation​359​372
Field office and drilling support​17,864​3,630
Legal and sustainability​6,475​1,216
Permitting​9,982​8,187
Total Exploration and Pre-development​$121,292​$45,291
11.Subsequent Event(s)

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 a notification to Congress with respect to the proposed loan. 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 or that the proposed loan will be sufficient for us to construct the Project.

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