PERPETUA RESOURCES CORP.
For the period ended Mar 31, 2026. Filed May 11, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 11, 2026
PPTA$19.53+16.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001104659-25-112609
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-11.
0001104659-26-058253
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 74 previous paragraphs and 80 current paragraphs.
17 unchanged; 28 reworded; 33 added; 27 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 35 previous and 30 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (33)
Current report
Financing Activities
Current report
The capital costs presented in the initial capital estimate in the TRS do not include financial assurance, debt service, cost overrun accounts and certain discretionary corporate and exploration costs. As a condition to the closing of the U.S. EXIM loan, the Company expects that it will be required to put in place one or more secured accounts or facilities to fund cost overruns during the construction phase of the Project. The Company is exploring various options for such facilities, which may include cash on hand, subordinated debt, letters of credit or other financial instruments or may require the Company to raise additional capital through debt or equity offerings, or enter into strategic or commercial agreements with third parties.
Current report
In addition, to facilitate satisfaction of construction phase financial assurance requirements, the Company entered into multiple related financial agreements with respect to the approximately $160 million construction phase financial assurance requirements. The Company’s financial assurance obligations may be adjusted by applicable regulators to reflect changes to reclamation costs as construction proceeds. Financial assurance obligations are also subject to adjustment when the Project transitions to operations. Any increased financial assurance obligations are expected to be financed using cash on hand, the U.S. EXIM loan or other available sources of capital.
Current report
Engineering, Contracting and Construction Activities
Current report
The Company is currently focused on advancing the Project towards a final investment and construction decision for the Project in the second half of 2026.
Current report
NEPA Permitting Activities
Current report
connection with the Stibnite Gold Project, and all such approvals remain in effect. After the partial federal government shutdown ended, the District Court lifted the stay and 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 Federal Environmental Case required all procedural and dispositive motions to be filed before the end of January 2026. As of January 20, 2026, all briefs had been submitted. The scheduling order in the Federal NPT Casee required to be filed before the end of June 2026. These two lawsuits remain pending.
Current report
As to the merits of the Federal Environmental Case and the Federal NPT Case, the Company believes the USFS ROD and other federal regulatory processes in these lawsuits, were conducted thoroughly and completely by the relevant federal regulatory agencies. However, the District Court has not yet ruled on these lawsuits and the Company cannot predict the outcome or timing of the Court’s ultimate decision on the merits, or in any interim proceedings, in the Federal Environmental Case or the Federal NPT Case. There can be no assurance that the Project approvals challenged in those two cases will be upheld upon judicial review or that the Company will be successful in defending against the challenges raised in the two lawsuits, including the pending motion for a preliminary injunction in the Federal Environmental Case.
Current report
Following the Company’s notice on March 16, 2026 relating to expiration of the above-referenced stipulations, on May 8, 2026 the plaintiffs in the Federal Environmental Case filed a motion for a preliminary injunction seeking to delay certain planned construction activities for the Project. The plaintiffs’ motion expressly excluded early works construction activities that were contemplated under the previously agreed stipulations that have now expired as described above. These early works activities remain ongoing. A decision from the Court on the motion is expected swiftly as plaintiffs in their motion requested a decision by May 30, 2026, and the Court has set a hearing on the motion for May 28, 2026. The Company believes that this motion and the underlying lawsuit are without merit and intends to vigorously oppose the motion. The Company, however, cannot predict the outcome of the Court’s decision. If the requested relief is granted, it could delay or restrict further implementation of the Project.
Current report
In July 2025, the same petitioners filed a petition for judicial review in Idaho state court challenging the decisions of the IDEQ to issue the PTC and of the IBEQ in upholding the permit. IDEQ and 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 Board as defendants was served on the Company on or about September 23, 2025. The court subsequently entered an order dismissing the Board as a party and requiring all briefs of the parties to be filed by an outside date of January 16, 2026. All briefs were filed by all parties as of that date. The court has not ruled on the parties’ pending dispositive motions.
Current report
Previously submitted applications for certain regulatory approvals are continuing through the administrative review process. These include the Company’s application to IDEQ for an IPDES sanitary wastewater discharge permit and the IDEQ’s modification of the Clean Water Act Section 401 Certification described above. The Company anticipates an IDEQ decision on the IPDES sanitary permit in Q2 2026. The status of IDEQ’s process on the modification of the Section 401 Certification is described above in this section. Applications to IDEQ for approval of certain drinking water systems also are pending. The IDEQ approvals are anticipated in 2027 after Project construction has advanced to the stage where the final designs for the systems will be prepared.
Current report
Exploration and Pre-Development
Current report
General and Administration
Current report
These expenses include corporate salaries and benefits, director fees, professional fees, shareholder and regulatory, and other operating expenses. General and administrative expensesfor the three months ended March 31, 2026 were $3.4 million, which was $1.5 million more than the 2025 comparative period, primarily due to higher short term incentive payments approved by the Board of Directors to recognize milestones achieved and increased legal review and filing fees for the TRS, S-3 and S-8.
Current report
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 25-day notice period expired on April 24, 2026. The loan, if approved, is expected to be comprised of a direct loan of approximately $2.2 billion for construction of the Project, financial assurance and certain discretionary corporation and exploration costs, and the remainder representing capitalized interest and fees. If approved by the board of U.S. EXIM in the amount indicated, the Company would have sufficient capital, together with $669.5 million of cash on hand as of March 31, 2026, to finance the estimated direct capital costs of $2,576 million to construct the Project, (based on the capital expenditures estimate as of December 31, 2025 in the TRS), as well as financial assurance and discretionary corporation and exploration costs. This action by the board of U.S. EXIM does not represent a financing commitment from U.S. EXIM. A final funding commitment, if any, is conditional upon the satisfaction of certain conditions, including final approval by the U.S. EXIM board and execution of definition loan documentation. The Company anticipates a final vote on the loan by the board of U.S. EXIM in the second quarter of 2026. The board of U.S. EXIM has included the Company’s loan on the agenda for the May 21, 2026, meeting of the board of U.S. EXIM. The agenda is subject to change by the board of U.S. EXIM at any time, and there can be no assurance that the board will vote to approve the loan at the May 21 meeting, at a different meeting, or at all. Funding under the loan (if approved) would be subject to the negotiation and execution of definitive loan documentation, satisfaction of conditions precedent and other customary closing requirements. There can be no assurance that definitive loan documentation will be executed on acceptable terms, or at all, or that the conditions to closing or funding will be satisfied in a timely manner, or at all, or that the final terms of the proposed financing will be consistent or that the amount will be sufficient for us to construct the Project. Perpetua continues to work with U.S. EXIM to advance the remaining due diligence, documentation and closing process. The amount and timing of any funding from U.S. EXIM remains uncertain and subject to conditions outside the Company’s control.
Current report
Commitments
Current report
See Note 9 – Commitments and Contingencies to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025, for additional details regarding the Company’s commitments. Expected commitment costs are included in the approved budget and capital costs discussed in the “Liquidity” section below.
Current report
Mining Claim Assessments
Current report
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.
Current report
Option Payments on Other Properties
Current report
The Company is obligated to make option payments on mineral properties in order to maintain the option to purchase these properties. As of March 31, 2026, the option payments due on these properties during 2026 is $0.03 million. The agreements include options to extend.
Current report
Financial Assurance
Current report
In the fourth quarter of 2025, 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, IDL and the USACE, the Company entered into multiple related financial agreements to satisfy the financial assurance requirements necessary to commence construction. The Company’s financial assurance obligations may be adjusted by applicable regulators to reflect changes to reclamation costs as construction proceeds. Financial assurance obligations are also subject to adjustment when the Project transitions to operations. Any increased financial assurance obligations are expected to be financed using cash on hand, the project financing loan or other available sources of capital.
Current report
Vendor Deposits - Idaho Power Company
Current report
The Company has entered into agreements with Idaho Power Company (“IPCo”) since the first quarter of 2025 to procure long lead equipment and advance engineering required to increase the electrical capacity to the plant. The Company is responsible for paying relevant costs incurred by IPCo with payment dates and amounts adjusted to reflect specific contracts entered into by IPCo.
Current report
Vendor Deposits - ATCO
Current report
In the third quarter of 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. Remaining payments are expected to be made monthly through April 2027.
Current report
Vendor Deposits – Other
Current report
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.
Current report
Stibnite Foundation
Current report
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, 2018, by and among Perpetua Resources Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho.
Current report
Off-Balance Sheet Arrangements
Current report
As at March 31, 2026, the Company has no off-balance sheet arrangements that have or are reasonably likely to have a material effect on its financial condition, results of operations, or liquidity.
Removed paragraphs (27)
Previous report
Financing Update
Previous report
In connection with the $255 million private placement in October 2025, the Corporation issued warrants to purchase up to 4,053,408 common shares, priced at 35%, 50% and 65% premiums to the price of the common shares included in the Private Placement and over one, two and three year periods following closing, respectively, for potential proceeds of up to $142 million if all warrants are exercised. The Company expects to use any proceeds from the exercise of the warrants to support exploration activities, working capital and for general corporate purposes.
Previous report
Construction Readiness, Contracting and Early Works Activities
Previous report
NEPA Permitting Update
Previous report
Previously submitted permit applications are continuing through the administrative review process. These include applications to IDEQ for the Idaho Pollutant Discharge Elimination System (“IPDES”) discharge permits (including an individual industrial wastewater discharge permit and a sanitary wastewater permit), and to IDWR for one remaining stream alteration permit. IDEQ released the draft individual industrial wastewater discharge IPDES permit and the draft modification to the Clean Water Act 401 certification for public comment in July 2025 and the Company anticipates decisions on these drafts in the fourth quarter of 2025.
Previous report
Corporate Salaries and Benefits
Previous report
This expense relates to salaries and benefits of the employees not directly involved in the exploration and evaluation of the Stibnite Gold Project, primarily corporate employees. Corporate salaries and benefits expense for the three months ended September 30, 2025 was $0.4 million, which was lower than the 2024 comparative period primarily due to lower corporate headcount. Corporate salaries and benefits expense for the nine months ended September 30, 2025 was $1.1 million, which was lower than the 2024 comparative period primarily due to reversal of share-based compensation upon forfeiture of certain unvested equity awards in connection with employee departures.
Previous report
Directors’ Fees
Previous report
Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the independent Lead Director, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. Directors’ fees are inclusive of cash fees and share-based compensation (deferred share units). Directors’ fees for the three and nine months ended September 30, 2025 were $0.1 million and $0.4 million, respectively, which was in line with the 2024 comparative periods.
Previous report
Exploration
Previous report
Environmental Liability Expense
Previous report
This expense relates to the ASAOC signed in January 2021 to voluntarily address environmental conditions at the abandoned mine site. Environmental liability expenses for the three and nine months ended September 30, 2025 were $nil, which was lower than the 2024 comparative periods due to the Company’s determination in late 2024 that it had completed all Phase 1 response actions required by the ASAOC. The Company has filed necessary reports with the U.S. EPA and USDA with respect to such completion, and no further costs are accrued for this Phase 1 liability as of September 30, 2025.
Previous report
General and Administrative
Previous report
This expense is predominantly related to the cost of insurance policies for the U.S. offices. General and administrative expenses for the three and nine months ended September 30, 2025 were $0.2 million and $0.5 million, respectively, which was in line with the 2024 comparative periods.
Previous report
Professional Fees
Previous report
This expense relates to the legal, accounting and consulting costs of the Corporation. Professional fees for the three and nine months ended September 30, 2025 were $0.8 million and $1.8 million, respectively, which was higher than the 2024 comparative period primarily due to legal expenses related to the securities lawsuit.
Previous report
Shareholder and Regulatory
Previous report
This expense relates to marketing, licenses and fees, and shareholder communications. Shareholder and regulatory expenses for thethree and nine months ended September 30, 2025 were $0.1 million and $0.5 million, respectively, which was in line with the 2024 comparative periods.
Previous report
Equity Offering and Private Placement – July 2025
Previous report
On June 11, 2025, the Corporation entered into the Underwriting Agreement providing for the sale by the Corporation of 22,728,000 shares of its common shares to the underwriters at a price of $13.20 per share. On June 12, 2025, the offering was upsized to 24,622,000 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 shares within 30 days of the offering which the underwriters exercised on July 10, 2025. The sale of the option shares closed on July 14, 2025. Proceeds received from this sale were approximately $46.8 million, which is net of offering costs of approximately $2.0 million.
Previous report
In connection with this offering, the Corporation entered into an agreement with Paulson to purchase 7,575,757 common shares in a concurrent private placement at the same offering price of $13.20 per share. The Corporation received net proceeds from the private placement of approximately $100 million. The aggregate gross proceeds received from the offering and private placement were approximately $474 million.
Previous report
Private Placement of Common Shares and Warrants – October 2025
Previous report
On October 27, 2025, the Corporation entered into agreements to raise $255 million between two concurrent equity investments from Agnico Eagle and JPMorgan (the “Private Placement”). Agnico Eagle agreed to invest $180 million in common shares and receive warrants to purchase up to 2,861,229 common shares and JPMorgan agreed to invest $75 million in common shares and receive warrants to purchase up to 1,192,179 common shares. The Agnico Eagle warrants and JPMorgan warrants were issued in three tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date of the Private Placement. The one-, two- and three-year warrants will be exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The warrants are subject to repurchase by the Corporation if the closing price of the common shares exceeds 130% of the respective exercise prices of each tranche of warrants for a specified period and a registration statement covering the warrant shares is effective. The warrant certificates contain customary adjustment provisions in connection with, among other things, (i) share splits and distributions, (ii) rights offerings and (iii) certain events involving a capital reorganization, reclassification, combination or merger of the Corporation. The Private Placement was 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 Private Placement closed on October 28, 2025.
Previous report
Equity Offering and Private Placement – October 2025
Previous report
On October 28, 2025, the Corporation entered into an underwriting agreement with BMO Capital Markets Corp., as representative of the several underwriters named therein, pursuant to which the Corporation agreed to issue and sell an aggregate of 2,938,000 common shares of the Corporation in the United States at a price to the public of $24.25 per share, for gross proceeds of $71.2 million and net proceeds to the Corporation of $67.9 million. Agnico Eagle exercised its pro rata participation right with respect to the offering in a concurrent private placement at the public offering price of the offering which resulted in the issuance of an additional 280,415 common shares for proceeds to the Corporation of $6.8 million. The offering closed on October 30, 2025, and the concurrent private placement closed on October 31, 2025.
Previous report
Potential Project Debt Funding from U.S. EXIM
Previous report
On April 8, 2024, the Company announced that it received a non-binding and conditional Letter of Interest from U.S. EXIM for potential debt financing of up to $1.8 billion through U.S. EXIM’s MMIA initiative and CTEP. On May 23, 2025, the Company submitted its formal application to U.S. EXIM for potential debt financing of up to $2.0 billion. Upon receipt of the application, U.S. EXIM commenced the due diligence process to determine if a final commitment may be issued. On September 8, 2025, the Company received a preliminary, non-binding indicative financing term sheet from U.S. EXIM as part of a Preliminary Project Letter conveying U.S. EXIM’s initial due diligence findings to Perpetua on its application for $2 billion in debt financing from U.S. EXIM for the Stibnite Gold Project. Perpetua continues to work with U.S. EXIM to advance through the next stages of U.S. EXIM’s due diligence and loan application process. Any funding commitment will be dependent on meeting U.S. EXIM’s underwriting criteria, authorization process, finalization and satisfaction of terms and conditions. If the due diligence process is successful, the Company anticipates US EXIM Board consideration by the spring of 2026. The amount and timing of such funding from U.S. EXIM, if any, is uncertain and subject to conditions outside the Company’s control.
Reworded paragraphs (28)
Previous wording
You should read the following discussion and analysis of our financial condition and results of operations for the three and nine months endedSeptember 30, 2025 and 2024 with our unaudited condensed consolidated financial statements and related notes and other financial information appearing in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, operations, and product candidates, includes forward-looking statements that involve risks and uncertainties. You should review the sections of this Quarterly Report captioned “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Current wording
You should read the following discussion and analysis of our financial condition and results of operations for the three months endedMarch 31, 2026 and 2025 with our unaudited condensed consolidated financial statements and related notes and other financial information appearing in this Quarterly Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, operations, and product candidates, includes forward-looking statements that involve risks and uncertainties. You should review the sections of this Quarterly Report captioned “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Previous wording
Perpetua Resources (formerly Midas Gold Corp.) was incorporated on February 22, 2011 under the Business Corporations Act (British Columbia) (the “BCBCA”). The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Corporation’s principal asset is 100% ownership in subsidiaries that control the Stibnite Gold Project. The Corporation currently operates in one segment: mineral exploration in the United States. The registered and records office of Perpetua Resources is located at Suite 2501-550 Burrard St, Vancouver, BC, V6C 2B5, Canada and the corporate head office is located at Suite 201-405 S 8th St, Boise, ID 83702, USA.
Current wording
Perpetua Resources Corp. (formerly Midas Gold Corp.) was incorporated on February 22, 2011 under the Business Corporations 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. The Corporation currently operates in one segment: mineral exploration and development in the United States. The registered and records office of Perpetua Resources is located at Suite 2501-550 Burrard St, Vancouver, BC, V6C 2B5, Canada and the corporate head office is located at Suite 201-405 S 8th St, Boise, ID 83702, USA.
Previous wording
Third Quarter 2025 and Recent Key Highlights
Current wording
First Quarter 2026 and Recent Highlights
Previous wording
The Company has continued to execute and develop its comprehensive plan to finance construction of the Project since it was announced in June 2025. The construction financing is currently expected to primarily include the following elements:
Current wording
The Company has continued to execute its comprehensive plan to finance construction of the Project since it was announced in June 2025. On March 30, 2026, the board of U.S. EXIM initiated the last formal step before a vote for final approval of an approximately $2.7 billion senior secured loan for the construction and development of the Project by unanimously agreeing to publish a notification to Congress with respect to the proposed loan. The 25-day notice period expired on April 24, 2026. The loan, if approved, is expected to be comprised of a direct loan of approximately $2.2 billion for construction of the Project, financial assurance and certain discretionary corporation and exploration costs, and the remainder representing capitalized interest and fees. If approved by the board of U.S. EXIM in the amount indicated, the Company would have sufficient capital, together with $669.5 million of cash on hand as of March 31, 2026, to finance the estimated direct capital costs of $2,576 million to construct the Project, (based on the capital expenditures estimate as of December 31, 2025 in the TRS), as well as financial assurance and discretionary corporation and exploration costs. This action by the board of U.S. EXIM does not represent a financing commitment from U.S. EXIM. A final funding commitment, if any, is conditional upon the satisfaction of certain conditions, including final approval by the U.S. EXIM board and execution of definition loan documentation. The Company anticipates a final vote on the loan by the board of U.S. EXIM in the second quarter of 2026. The board of U.S. EXIM has included the Company’s loan on the agenda for the May 21, 2026, meeting of the board of U.S. EXIM. The agenda is subject to change by the board of U.S. EXIM at any time, and there can be no assurance that the board will vote to approve the loan at the May 21 meeting, at a different meeting, or at all. Funding under the loan (if approved) would be subject to the negotiation and execution of definitive loan documentation, satisfaction of conditions precedent and other customary closing requirements. There can be no assurance that definitive loan documentation will be executed on acceptable terms, or at all, or that the conditions to closing or funding will be satisfied in a timely manner, or at all, or that the final terms of the proposed financing will be consistent or that the amount will be sufficient for us to construct the Project. Perpetua continues to work with U.S. EXIM to advance the remaining due diligence, documentation and closing process. The amount and timing of any funding from U.S. EXIM remains uncertain and subject to conditions outside the Company’s control. See “Item 1A. Risk Factors.”
Previous wording
Since the Board of Directors approved a revised 2025 budget for early works construction in August 2025, the Company has accelerated construction readiness and contracting activities. Recent updates include:
Current wording
Since August 2025, the Company has accelerated construction and operational readiness and contracting activities. Recent updates include:
Previous wording
After posting required construction phase financial assurance with the USFS, IDL, and USACE and receiving confirmation from those agencies of approval of this construction phase financial assurance on September 20 and 21, 2025, the Company commenced construction on certain early works activities for the Stibnite Gold Project as authorized by the USFS, IDL, and USACE. Early works construction activities are limited to activities permitted under the authorizations issued by the USFS, IDL and USACE, the terms of the financial assurance agreements and the voluntary stipulations entered into by PRII and the plaintiffs in the two pending cases in federal district court challenging the USFS ROD and other federal agency approvals referenced above, which stipulations are further described under “–NEPA Permitting Update” below.
Current wording
After posting required construction phase financial assurance with the USFS, IDL and USACE and receiving confirmation from those agencies of approval of this construction phase financial assurance on September 20 and 21, 2025, the Company commenced early works construction on certain activities for the Project as authorized by the USFS, IDL and USACE. Early works construction activities are limited to those activities permitted under the authorizations issued by the USFS, IDL and USACE, the terms of the financial assurance agreements, and the voluntary stipulations entered into by PRII and the plaintiffs in the two pending cases in federal district court challenging the USFS ROD and other federal agency approvals referenced above, which stipulations are further described under “NEPA Permitting Activities” below. The Company intends to continue progressing these early works construction activities during the pendency of the recently filed preliminary injunction motion in the Federal Environmental Case described under “NEPA Permitting Activities” below.
Previous wording
On January 3, 2025, the USFS published the ROD and FEIS authorizing the Modified Mine Plan for the Project. Per the requirements of the FEIS and ROD, Perpetua was required to prepare numerous plans comprising the suite of Environmental Monitoring and Management Plans. These plans were to incorporate Project updates as well as required mitigation measures, environmental protection measures, financial assurance, and design features in this additional documentation. The various plans included a Final Mine Plan of Operations. On July 31, 2025, Perpetua received notice from the USFS that the Plan of Operations was considered complete.
Current wording
On January 3, 2025, the USFS published the ROD and FEIS Errata approving the 2021 Modified Mine Plan for the Project. Per the requirements of the FEIS and ROD, Perpetua was required, among other things, to prepare for USFS review and approval a Plan of Operations based on the Modified Mine Plan and other plans comprising the suite of Environmental Monitoring and Management Plans. These plans were to incorporate Project updates as well as required mitigation measures, environmental protection measures, financial assurance and design features in this additional documentation. The Company subsequently submitted all required plans for review and approval by USFS.
Previous wording
On September 19, 2025, the USFS issued its conditional Notice to Proceed from the USFS for the Stibnite Gold Project, which stated the Project has satisfied the requirements outlined in the January 2025 ROD necessary to begin construction and that the Project may begin construction conditioned only on the Company posting of the joint construction phase financial assurance bonding agreed to by USFS, IDL, and USACE for the Project.
Current wording
On September 19, 2025, the USFS issued its conditional Notice to Proceed from the USFS for the Stibnite Gold Project, which stated the Project has satisfied the requirements outlined in the January 2025 ROD necessary to begin construction and that the Project may begin construction conditioned only on the Company posting of the joint construction phase financial assurance agreed to by USFS, IDL and USACE for the Project.
Previous wording
Perpetua subsequently posted the agreed upon joint construction phase financial assurance bonding for the Project, and the USFS on October 20, 2025 issued Notice that the requirements necessary to start construction had been satisfied, the Plan of Operations had been signed, and the Project could enter construction subject to terms and conditions specified in the Notice. IDL and USACE on October 21, 2025 also issued notices confirming that the requirements necessary to begin construction under their respective approvals for the Project, including posting the agreed upon joint financial assurance, had been met and that the Company could begin construction subject to the terms and conditions identified by those agencies.
Current wording
Perpetua subsequently posted the agreed upon joint construction phase financial assurance for the Project, and the USFS on October 20, 2025, issued notice that the requirements necessary to start construction had been satisfied, the Plan of Operations had been approved and signed by USFS, and the Project could enter construction subject to terms and conditions specified in the notice. IDL and USACE on October 21, 2025, also issued notices confirming that the requirements necessary to begin construction under their respective approvals for the Project, including posting the agreed upon joint financial assurance, had been met and that the Company could begin construction subject to the terms and conditions identified by those agencies.
Previous wording
Following the USFS’ publication of the ROD and FEIS authorizing the mine plan for the Project, claims were filed against the USFS, USDA, and other federal agencies on February 18, 2025 in the United States District Court for the District of Idaho by a number of environmental advocacy groups, including Save the South Fork Salmon, the Idaho Conservation League and other non-governmental organizations, alleging violations of NEPA and other federal laws in the regulatory process. Among other remedies, the claimants seek to vacate the ROD, FEIS, Final Biological Opinions issued by the U.S. Fish and Wildlife Service and the National Marine Fisheries Service on September 6, 2024 and October 7, 2024, respectively (together, the “Final Biological Opinions”) and Project approvals and enjoin any further implementation of the Project. PRII filed a motion to intervene in this lawsuit, which was granted by the district court on April 2, 2025. The District Court issued a scheduling order under which all procedural and dispositive motions are required to be filed by the end of 2025.
Current wording
Following the USFS’ publication of the ROD and FEIS approving the Modified Mine Plan for the Project, a lawsuit was filed against the USFS, USDA and other federal agencies on February 18, 2025, in the United States District Court for the District of Idaho by a number of environmental advocacy groups, including Save the South Fork Salmon, the Idaho Conservation League and other non-governmental organizations, alleging violations of NEPA and other federal laws in the regulatory process (“Federal Environmental Case”). Among other remedies, the claimants seek to vacate the ROD issued by the USFS, the Final Biological Opinions issued by the U.S. Fish and Wildlife Service and the National Marine Fisheries Service on September 6, 2024, and October 7, 2024, respectively (together, the “Final Biological Opinions”) and other Project approvals and to enjoin any further implementation of the Project. PRII filed a motion to intervene in this lawsuit, which was granted by the District Court on April 2, 2025.
Previous wording
On August 29, 2025, the Nez Perce Tribe filed a lawsuit against the USFS, United States Department of Agriculture, and other federal agencies in the United States District Court for the District of Idaho the challenging the USFS ROD and other approvals by the USFS and other federal agencies in connection with the Stibnite Gold Project and alleging violations of NEPA and other federal statutes, regulations, rules, and requirements in the regulatory review and approval process in of the Project. Among other remedies, the Tribe seeks to vacate the USFS ROD, the Final Environmental Impact, Final Biological Opinions, and other approvals and to enjoin any further implementation of the Project. PRII filed a motion to intervene in this lawsuit, which was granted by the District Court on September 4, 2025. A scheduling order has not been entered in this case.
Current wording
On August 29, 2025, the Nez Perce Tribe filed a lawsuit against the USFS, United States Department of Agriculture and other federal agencies in the U.S. District Court for the District of Idaho challenging the USFS ROD and other approvals by the USFS and other federal agencies in connection with the Stibnite Gold Project and alleging violations of NEPA and other federal statutes, regulations, and requirements in the regulatory review and approval process for the Project. Among other remedies, the Tribe seeks to vacate the USFS ROD and other regulatory approvals and to enjoin any further implementation of the Project (“Federal NPT Case”). PRII filed a motion to intervene in this lawsuit, which was granted by the District Court on September 4, 2025.
Previous wording
The U.S. District Court on October 2, 2025 issued a general order staying all civil cases listed in the order due to the partial shutdown of the federal government over appropriations for the government. The list included the separate lawsuits filed by the Nez Perce Tribe and by the environmental mentioned above challenging the USFS ROD and other federal agency approvals. This stay does not affect the validity of the USFS ROD or any of the other approvals challenged in either of these lawsuits in connection with the Stibnite Gold Project, and all such approvals remain in effect.
Current wording
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 Federal Environmental Case and Federal NPT Case. This stay did not affect the validity of the USFS ROD or any of the other approvals challenged in either of these lawsuits in
Previous wording
On May 19, 2025, the USACE issued the CWA Section 404 permit for the Project, which included the Compensatory Mitigation Plan and associated financial assurance. The Army Corps has been a part of the review process as a cooperating agency since the Company began the federal NEPA process and has been formally evaluating the Section 404 permit application since 2023. The Section 404 permit was the last remaining federal permit needed to advance the Project towards a construction decision. On October 21, 2025, USACE issued letter to the Company confirming that the conditions set forth in the Section 404 permit necessary to begin construction, including posting of construction phase financial assurance, had been met.
Current wording
On May 19, 2025, the USACE issued the CWA Section 404 permit for the Project, which included the Compensatory Mitigation Plan. USACE was a part of the review process as a cooperating agency since the Company began the federal NEPA process after filing the CWA Section 404 permit application in 2023. The CWA Section 404 permit was the last remaining federal permit needed to advance the Project towards full construction. On October 21, 2025, USACE issued a letter to the Company confirming that the conditions set forth in the CWA Section 404 permit necessary to begin construction, including posting of construction phase financial assurance, had been met.
Previous wording
The Company believes the USFS ROD and other federal regulatory processes challenged in the two foregoing federal lawsuits were conducted thoroughly and completely by the relevant federal regulatory agencies. However, there can be no assurance that the Project approvals challenged in those two cases will be upheld upon judicial review. Before this early works construction commenced, the Company entered into voluntary stipulations with the plaintiffs in the two above mentioned federal lawsuits filed by certain environmental advocacy groups and the Nez Perce Tribe challenging the USFS ROD and other approvals by the USFS and other federal agencies in connection with the Stibnite Gold Project. Those stipulations place certain restrictions on the construction activities for the Stibnite Gold Project until February 1, 2026. In exchange for the Company’s commitments to these restrictions, the plaintiffs in each case agreed not to seek a preliminary injunction against development of the Project in conformance with the stipulations during the restriction period until February 1, 2026. These stipulations were filed with the U.S. District Court for the District of Idaho in the two federal lawsuits.
Current wording
Before early works construction commenced as described in the “Engineering, Contracting and Construction Activities” section above, the Company entered into voluntary stipulations with the plaintiffs in the two above-mentioned federal lawsuits. Those stipulations provided for certain restrictions on the early works construction activities for the Project until February 1, 2026, after which the stipulations would terminate on 30-days’ notice by the Company to the plaintiffs. In exchange for the Company’s commitments to these restrictions, the plaintiffs in each case agreed not to seek a preliminary injunction against development of the Project in conformance with the stipulations during the restriction period that will end when the stipulations terminate. These stipulations were filed with the U.S. District Court for the District of Idaho in the two federal lawsuits. On March 16, 2026, the Company provided notice to the plaintiffs that the above-referenced stipulation restriction period will end 30 days from such notice. Accordingly, as of April 16, 2026, the construction restrictions provided in these stipulations in the two federal lawsuits no longer were in effect.
Previous wording
With receipt of all federal permits, the Company is focused on advancing the Project towards a full construction decision, including finalizing the remaining state permits and securing project financing. Recent permitting updates include:
Current wording
With receipt of all federal permits, the Company is focused on advancing the Project towards full construction, including finalizing the remaining state permits and securing project financing. Recent permitting updates include:
Previous wording
Three and nine months ended September 30, 2025 compared to three and nine months ended September 30, 2024
Current wording
Three months ended March 31, 2026 compared to three months ended March 31, 2025
Previous wording
Net loss for the three months ended September 30, 2025 was $25.8 million compared with a net loss of $3.6 million for the three months ended September 30, 2024. The increase compared to the prior year period was primarily attributable to a $17.6 million increase in exploration expense and a $9.6 million decrease in grant income, partially offset by a $4.6 million increase in interest income.
Current wording
Net loss for the three months ended March 31, 2026 was $48.6 million compared with a net loss of $8.2 million for the three months ended March 31, 2025. The increase compared to the prior year period was primarily attributable to a $40.0 million increase in
Previous wording
This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labor, drilling, field operations, engineering, permitting, environmental, legal and sustainability costs. Exploration expenses during the three and nine months ended September 30, 2025 were $32.1 million and $56.2 million, respectively, which was higher than the 2024 comparative period primarily due to a ramp up in construction readiness activities following key permitting milestones and recent financings. See additional details in the table below:
Current wording
This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labor, drilling, field operations, engineering, permitting, environmental, legal and sustainability costs. Exploration and pre-development expenses during the three months ended March 31, 2026 were $53.1 million, which was $40.0 million higher than the 2025 comparative period, primarily due to an increase in spend following financings, financial assurance posting and commencement of early works. See additional details in the table below:
Previous wording
This income results from funding grants awarded to the Company from the DOW to study the domestic production of military-grade antimony trisulfide and to complete environmental and engineering studies necessary to obtain a FEIS, a ROD, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials. Grant income for the three and nine months ended September 30, 2025 was $3.3 million and $14.6 million, respectively, which was lower than the comparable periods in 2024 due to the DPA funding being exhausted in May 2025.
Current wording
This income is from funding grants awarded to the Company from the DOW to study the domestic production of military-grade antimony trisulfide and to complete environmental and engineering studies necessary to obtain a FEIS, a ROD and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials. Grant income for the three months ended March 31, 2026 was $1.0 million, which was $5.4 million less than the comparable period in 2025 due to the DPA funding being exhausted in May 2025.
Previous wording
This income results from interest received on the Company’s cash balances. Interest income for thethree and nine months ended September 30, 2025 was $4.7 million and $5.8 million, respectively, which was higher than the comparable periods in 2024 due to higher average cash balances.
Current wording
This income results from interest received on the Company’s cash balances. Interest income for the three months ended March 31, 2026 was $6.9 million, which was higher than the comparable period in 2025 due to higher average cash balances.
Previous wording
Capital resources of Perpetua Resources consist primarily of cash and liquid short-term investments. As of September 30, 2025, Perpetua Resources had cash and cash equivalents totaling approximately $445.8 million, approximately $2.6 million in receivables, $1.1 million in prepaids, $10.6 million in current deposits, and $10.8 million in trade and other payables. An additional $254.0 million in net cash proceeds were received on October 28, 2025 from the sale of common shares pursuant to the private placement with Agnico Eagle and JPMorgan and an additional $67.9 million in net cash proceeds was received on October 30, 2025 from the sale of common shares pursuant to a public offering and an additional $6.8 million in cash proceeds was received on October 31, 2025, from the sale of shares in a concurrent private placement with Agnico Eagle. As of October 31, 2025, Perpetua Resources had cash and cash equivalents totaling approximately $720 million. See additional discussion in “Capital Resources” section below.
Current wording
Capital resources of Perpetua Resources consist primarily of cash and liquid short-term investments. As of March 31, 2026, Perpetua Resources had $669.5 million in cash and cash equivalents, $59.6 million in restricted cash equivalents, $3.0 million in receivables, $4.1 million in prepaid expenses, $22.0 million in current deposits, and $32.4 million in trade and other payables. See additional discussion in “Capital Resources” section below.
Previous wording
The Company’s short-term liquidity needs include costs related to ongoing permitting, financial assurance, engineering, project financing, general corporate, and administrative costs as the Company prepares for a full construction decision for the Project, as well as certain early works construction activities and down payments on long-lead items approved for early investment. Short-term liquidity needs also include financial obligations under the various contracts entered into for early works construction, including the IPCo contract, the ATCO contract, and other vendor obligations described in Note 6 to the financial statements.
Current wording
The Company’s short-term liquidity needs include costs related to ongoing permitting, financial assurance, engineering, project financing, general corporate and administrative costs as the Company prepares for a final investment and construction decision for the Project in the second half of 2026, as well as certain early works construction activities and down payments on long-lead items approved for early investment. Short-term liquidity needs also include financial obligations under the various contracts entered into for early works construction, including the IPCo contract, the ATCO contract and other vendor obligations described in the “Commitments” section below. The Company expects to finance these costs using cash on hand and, when available, funds available from the U.S. EXIM loan.
Previous wording
Long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,215 million as of the fourth quarter of 2024 according to the Financial Update, and to fund reclamation financial assurance, debt service and other related costs. See additional discussion in “Liquidity” section below.
Current wording
Long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,576 million as of December 31, 2025, according to the TRS, and to fund reclamation financial assurance, debt service and other discretionary corporate and exploration costs. See additional discussion in the “Liquidity” section below.
Previous wording
From June through October 2025, the Company raised $807 million in aggregate gross proceeds from several equity offerings. The proceeds of these offerings are expected to be used to fund early construction costs and long lead items as part of the equity requirements for the U.S. EXIM debt finance application submitted in May 2025, with any additional funds intended to support exploration activities, working capital, and general corporate purposes. The Company expects to use the proceeds from the exercise of the warrants, if any, to support exploration activities, working capital, and for general corporate purposes.
Current wording
From June through December 2025, the Company raised $862 million in aggregate gross proceeds from several equity offerings. The proceeds of these offerings are expected to be used to fund engineering, construction, procurement, financial assurance and other costs as part of the equity requirements for the proposed U.S. EXIM financing, with additional funds, if any, intended to support exploration and pre-development activities, working capital and general corporate purposes. The Company expects to use the proceeds from the exercise of the warrants, if any, to support exploration and pre-development activities, working capital and for general corporate purposes.
Previous wording
The Company has been awarded government grants by the DOW as described in Note 7 to the financial statements. Since December 2022, the Company has received $59.2 million in funding under the TIA under Title III of the DPA. The TIA expired on June 16, 2025, and no additional funds are available under the program. The Company also has an ongoing contract under an OTIA with the DOW through DOTC for up to $22.4 million. See Note 7 to the financial statements for additional information regarding these grants. The Company continues to evaluate other U.S. government funding opportunities, including programs available through the DOW.
Current wording
The Company has been awarded government grants by the DOW. Since December 2022, the Company has received $59.2 million in funding under the TIA under Title III of the DPA. The TIA expired on June 16, 2025, and no additional funds are available under the program. The Company also has an ongoing contract under an OTIA with the DOW through DOTC for up to $22.4 million. See Note 8 to the Condensed Interim Consolidated Financial Statements for additional information regarding these grants. The Company continues to evaluate other U.S. government funding opportunities, including programs available through the DOW.
Previous wording
In August 2025, the Board of Directors approved a revised budget for fiscal year 2025 to reflect progress made during the first half of 2025 on permits, financing, and construction readiness activities. This revised budget includes expenditures related to early works construction activities that commenced in the fall of 2025 following receipt of necessary permits and approvals. Including the early works construction activities that commenced in the fall of 2025, our anticipated expenditures for the full fiscal year 2025 are approximately $210.2 million, which includes expenses incurred through September 30, 2025. These expenditures include an estimated $21.2 million to fund permitting and costs related to entering into financial assurance facilities, $21.1 million for general corporate purposes, project financing and administrative costs, $133.5 million for detailed engineering, design work and down payments on long lead time equipment, and $34.3 million for field operations, site early works, exploration drilling, and environmental monitoring and reporting. The Board also approved an additional $157.1 million for early works construction and other construction readiness activities expected to be completed during the first quarter of 2026. These costs are expected to be incurred prior to closing of the U.S. EXIM loan and final construction decision. Board approved costs are expected to be funded from cash on hand and are subject to change due to various factors such as cost over-runs, litigation, weather events, or other unbudgeted events. The Board expects to approve the full 2026 budget during the first quarter of 2026, but the Company believes it has sufficient cash on hand to cover current obligations and expenses expected to be incurred in the next twelve months and until full project sanction.
Current wording
In February 2026, the Board of Directors approved a budget for the first half of 2026 to continue the progress made during 2025 on permits, financing, and early works construction activities. This budget includes expenditures related to early works construction activities that commenced in the fall of 2025 following receipt of necessary permits and approvals. Our anticipated expenditures for the first half of 2026 are approximately $328 million which includes $224 million for detailed engineering, design work and down payments on long lead time equipment, $76 million for field operations and site early works, $4 million for exploration, $20 million for permit compliance, legal and other project costs, and $4 million for corporate costs. These costs are expected to be incurred prior to closing of the U.S. EXIM loan (if successful) and final investment and construction decision. Board approved costs are expected to be funded from cash on hand and are subject to change due to various factors such as cost over-runs, litigation, weather events, or other unbudgeted events. The Board expects to approve the full 2026 budget during the second half of 2026 in connection with completion of the project financing and final investment and construction decision in the second half of 2026. The Company believes it has sufficient cash on hand to cover expenses incurred and expected to be incurred until the final investment and construction decision and has flexibility to adjust planned activities through the next twelve months based on available funds if the project financing is delayed.
Previous wording
Our long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,215 million as of the fourth quarter of 2024 according to the Financial Update, and to fund reclamation financial assurance and other costs. As such, our capital expenditures may increase significantly during the next 12 months to reflect the commencement of full construction and any such expenditures would be subject to the timing and nature of project financing. The Company expects to finance the majority of these capital costs through cash on hand and project financing from U.S. EXIM or other sources and would not commence full construction activities until such full project financing is in place.
Current wording
Our long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,576 million as of the fourth quarter of 2025 according to the TRS, and to fund reclamation financial assurance, debt service, exploration and other corporate costs. As such, our capital expenditures may increase significantly during the next 12 months to reflect the commencement of full construction and any such expenditures would be subject to the timing and nature of project financing. The Company expects to finance the majority of these capital costs through cash on hand and project financing from U.S. EXIM or other sources and would not commence full construction activities until such full project financing is in place.
Previous wording
In our audited consolidated financial statements for the year ended December 31, 2024, we reported substantial doubt about the Company’s ability to continue as a going concern due to lack of sufficient funding to meet the Company’s ongoing obligations or advance construction readiness activities for a period of 12 months from the date the annual financial statements were issued. Additional funding was received during 2025 and we have determined our current cash balance is sufficient to satisfy the Company’s ongoing obligations and to continue construction readiness activities and other ongoing operations for at least 12 months from the date these financial statements are issued.
Current wording
We have determined our current cash balance is sufficient to satisfy the Company’s ongoing obligations and to continue early works construction, engineering, permitting and other ongoing operations for at least 12 months from the date these financial statements are issued.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
exploration and pre-development expense and a $5.4 million decrease in grant income, partially offset by a $6.5 million increase in interest income.
Current report — wording carried from elsewhere
Proposed Project Financing from U.S. EXIM
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
See additional details in the Liquidity and Capital Resources section below.
Previous report — wording carried elsewhere
Net loss for the nine months ended September 30, 2025 was $40.0 million compared with a net loss of $10.2 million for the nine months ended September 30, 2024. The increase compared to the prior year period was primarily attributable to a $24.7 million increase in exploration expense and a $11.9 million decrease in grant income, partially offset by a $5.7 million increase in interest income.