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$19.33-8.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
| (a) | The following documents are filed as part of the report: |
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| (1) | Consolidated Financial Statements |
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2025 and 2024
Notes to the Consolidated Financial Statements
| (2) | Financial Statement Schedules |
All schedules have been omitted as they are either not required or not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.
| (3) | See Item 15(b) |
| (b) | Exhibits: |
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| Exhibit No. | | Exhibit or Financial Statement Schedule |
| | | |
| 3.1 | | Certificate of Incorporation of Perpetua Resources Corp. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). |
| 3.2 | | Notice of Articles and Articles filed under the Business Corporations Act (British Columbia) (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). |
| 3.3 | | Certificate of Change of Name (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). |
| 3.4 | | Amendment to Articles, dated May 25, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2022). |
| 4.1 | | Description of Common Shares. |
| 10.1* | | Registration Rights Agreement, entered into by and among the Company, Agnico and JPMorgan on October 28, 2025 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 28, 2025). |
| 10.2 | | Amended and Restated Joinder to Registration Rights Agreement, entered into by the Company and Valvino Lamore LP on December 18, 2025. |
| 10.3 | | Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 28, 2025). |
| 10.4 | | Amended and Restated Investor Rights Agreement between Midas Gold Corp., Idaho Gold Resources Company, LLC and Paulson & Co. Inc., dated March 17, 2020 (incorporated by reference to Exhibit 99.50 of the Company’s Registration Statement on Form 40-F (File No. 000-56206) filed with the SEC on September 23, 2020). |
| 10.5* | | Investor Rights Agreement, entered into by and between the Company and Agnico Eagle on October 28, 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 28, 2025). |
| 10.6* | | Investor Rights Agreement, entered into by and between the Company and JPMorgan on October 28, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 28, 2025). |
| 10.7*+ | | Amended and Restated Employment Agreement by and between Jonathan Cherry, Perpetua Resources Corp. and Perpetua Resources Idaho, Inc., dated December 1, 2025. |
| 10.8*+ | | Amended and Restated Employment Agreement by and between Mark Murchison, Perpetua Resources Corp. and Perpetua Resources Idaho, Inc., dated December 1, 2025. |
| 10.9*+ | | Employment Agreement and Restrictive Covenant Agreement by and between Gregory Fontaine, Perpetua Resources Corp. and Perpetua Resources Idaho, Inc., dated March 16, 2026. |
| 10.10*+ | | Employment Agreement between James Norine and Perpetua Resources Idaho, Inc., dated December 2, 2025. |
| 10.11*+ | | Employment Agreement between Timothy Kahl and Perpetua Resources Idaho, Inc., dated December 2, 2025. |
| 10.12*+ | | Amended and Restated Employment Agreement between Mckinsey Lyon and Perpetua Resources Idaho, Inc. Agreement, dated December 1, 2025. |
| 10.13*+ | | Employment Agreement between Jessica Largent and Perpetua Resources Idaho Inc. (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.14*+ | | Amendment to Employment Agreement between Jessica Largent and Perpetua Resources Idaho, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022). |
| 10.15*+ | | Transition Services Agreement by and between Jessica Largent, Perpetua Resources Corp. and Perpetua Resources Idaho, Inc., dated October 1, 2025. |
| 10.16*+ | | Employment Agreement between Michael Wright and Perpetua Resources Idaho Inc. (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for its quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023) |
| 10.17*+ | | Consulting and Separation Agreement and Release between Michael Wright and Perpetua Resources Idaho, Inc., dated December 3, 2025. |
| 10.18*+ | | Consulting Agreement by and between MSE LLC and Perpetua Resources Idaho, Inc., dated December 3, 2025. |
| 10.19 | | Form of Restrictive Covenants Agreement between the Company and its Executive Officers. |
| 10.20 | | Form of Waiver and Release Agreement between the Company and its Executive Officers. |
| 10.21 | | Form of Indemnification Agreement between the Company and its Directors. |
| 10.22+ | | Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No. 333-256925) filed with the SEC on June 9, 2021). |
| 10.23+ | | First Amendment to Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for its quarterly period ended June 30, 2024, filed with the SEC on August 9, 2024). |
| 10.24+ | | 2011 Evergreen Incentive Stock Option Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). |
| 10.25+ | | Form Time-Based Stock Option Award Agreement under the Stock Option Plan (US) (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.26+ | | Form Time-Based Stock Option Award Agreement under the Stock Option Plan (Canada) (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.27+ | | Form Performance-Based Stock Option Award Agreement under the Stock Option Plan (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.28+ | | Form Restricted Share Unit Award Agreement under the Omnibus Plan (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.29+ | | Form Performance Share Unit Award Agreement under the Omnibus Plan (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.30+ | | Form Deferred Share Unit Agreement under the Omnibus Plan (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.31+ | | Form Former Director Consulting Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.32 | | Transition Agreement between Midas Gold Corp. and Paulson & Co. Inc., dated December 3, 2020 (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 10.33*# | | Camp Supply and Installation Agreement, made and executed as of August 29, 2025, by and between Perpetua Resources Idaho, Inc. and ATCO Structures & Logistics (USA) Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for its quarter ended September 30, 2025, filed with the SEC on November 14, 2025). |
| 10.34*# | | Engineering, Procurement, and Construction Management Services Agreement, made and executed as of December 18, 2025, by and between Perpetua Resources Idaho, Inc. and Hatch Ltd (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on December 22, 2025). |
| 10.35*# | | Amendment No. 1 to Engineering, Procurement, and Construction Management Services Agreement, made and executed as of February 28, 2026, by and between Perpetua Resources Idaho, Inc. and Hatch Ltd. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 3, 2026). |
| 19.1 | | Perpetua Resources Corp. Insider Trading and Reporting Policy, adopted as of March 30, 2026. |
| 21.1 | | Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). |
| 23.1 | | Consent of PricewaterhouseCoopers LLP. |
| 23.2 | | Consent of Christopher Dail. |
| 23.3 | | Consent of James Norine. |
| 23.4 | | Consent of BBA Consultants. |
| 31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Rule 13a-14 and 15d-14 of the Exchange Act). |
| 31.2 | | Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Rule 13a-14 and 15d-14 of the Exchange Act). |
| 32.1 | | Certification of Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States Code. |
| 32.2 | | Certification of Principal Financial Officer pursuant to Section 1350 of Title 18 of the United States Code. |
| 96.1 | | Stibnite Gold Project, S-K 1300 Technical Report Summary, Valley County, Idaho, USA, effective as of December 31, 2025. |
| 97.1+ | | Perpetua Resources Corp. Incentive-Based Compensation Clawback Policy, adopted as of March 31, 2026. |
| 101.INS | | XBRL Instance Document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| + | Compensatory plan or agreement. |
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| * | Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv). |
| # | Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish to the SEC a copy of any omitted schedule upon request. |
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