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PERPETUA RESOURCES CORP.

For the period ended Mar 31, 2026. Filed May 11, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 11, 2026

PPTA$19.33-8.6%Stored close · as of Nov 10, 2026

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Item 1. Condensed Consolidated Financial Statements (Unaudited)

Item 1. Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

In thousands of U.S. Dollars, except for shares

​​​​​​​
​ · ​ · March 31, · ​ · December 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
ASSETS · ​ · ​ · ​ · ​
CURRENT ASSETS · ​ · ​ · ​ · ​
Cash and cash equivalents​$669,505​$714,171
Receivables​2,957​1,830
Prepaid expenses​4,101​4,972
Deposits (Note 9)​​22,002​​27,572
​​698,565​748,545
NON-CURRENT ASSETS​​​​
Mineral properties and interest (Note 3)​67,694​67,680
Buildings and equipment, net (Note 4)​25,772​1,838
Operating lease right-of-use assets (Note 5)​3,140​31
Restricted cash equivalents​​59,550​​59,550
TOTAL ASSETS​$854,721​$877,644
​​​​​​​
LIABILITIES AND SHAREHOLDERS’ EQUITY​​​​
CURRENT LIABILITIES​​​​
Trade and other payables​$32,425​$13,565
Lease liabilities (Note 5)​811​88
CWA settlement payable (Note 9)​​1,000​​1,000
​​34,236​14,653
NON-CURRENT LIABILITIES​​​​
Lease liabilities (Note 5)​​2,752​​156
CWA settlement payable (Note 9)​1,000​1,000
Reclamation liabilities (Note 7)​​558​​534
TOTAL LIABILITIES​​38,546​​16,343
​​​​​​​
COMMITMENT AND CONTINGENCIES (Note 9)​​​​
​​​​​​​
SHAREHOLDERS’ EQUITY (Note 6)​​​​
Common shares, without par value, unlimited shares authorized, 124,949,691 and 124,124,030 shares outstanding, respectively​1,495,742​1,490,420
Additional capital​​64,633​​66,454
Accumulated deficit​(744,200)​(695,573)
TOTAL SHAREHOLDERS’ EQUITY​​816,175​​861,301
​​​​​​​
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY​$854,721​$877,644

Perpetua Resources Corp.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

​​​​​​​
​ · ​ · For the three months ended March 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
EXPENSES · ​ · ​ · ​ · ​
Exploration and pre-development​$53,098​$13,094
General and administration​​3,351​​1,835
Depreciation​​115​​31
OPERATING LOSS​56,564​14,960
​​​​​​​
OTHER EXPENSES (INCOME)​​​​
Grant income (Note 8)​(997)​(6,383)
Interest income​(6,919)​(378)
Other (income) expenses, net​​(21)​​6
Total other expenses (income), net​(7,937)​(6,755)
​​​​​​​
NET LOSS​$48,627​$8,205
​​​​​​​
NET LOSS PER SHARE, BASIC AND DILUTED​$0.39​$0.12
​​​​​​​
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED​124,694,794​70,619,291

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the three months ended March 31, 2026 and 2025

In thousands of U.S. Dollars, except for shares

​​​​​​​​​​​​​​​
​ · ​ · Common Shares · ​ · Additional · ​ · Accumulated · ​ · ​ · ​
​ · ​ ​ ​ · Shares · ​ ​ ​ · Amount · ​ ​ ​ · Capital · ​ ​ ​ · Deficit · ​ ​ ​ · Total
BALANCE, December 31, 2024​70,266,550​$668,665​$35,375​$(595,181)​$108,859
Share based compensation—​—​​1,216​—​1,216
Share units distributed​921,294​​4,906​​(4,906)​​—​​—
Exercise of share purchase options​98,000​​1,062​​(382)​​—​​680
Net loss for the period—​—​​—​(8,205)​(8,205)
BALANCE, March 31, 2025​71,285,844​$674,633​$31,303​$(603,386)​$102,550
​​​​​​​​​​​​​​​
BALANCE, December 31, 2025​124,124,030​$1,490,420​$66,454​$(695,573)​$861,301
Share based compensation—​—​​1,755​—​1,755
Share units distributed​602,661​​2,549​​(2,549)​​—​​—
Exercise of share purchase options​223,000​​2,773​​(1,027)​​—​​1,746
Net loss for the period—​—​​—​(48,627)​(48,627)
BALANCE, March 31, 2026​124,949,691​$1,495,742​$64,633​$(744,200)​$816,175

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

In thousands of U.S. Dollars

​​​​​​​
​ · ​ · For the three months ended March 31,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
OPERATING ACTIVITIES: · ​ · ​ · ​ · ​
Net loss​$(48,627)​$(8,205)
Adjustments to reconcile net loss to net cash used in operating activities:​​​​
Share-based compensation (Note 6)​1,755​1,216
Depreciation​115​31
Environmental and reclamation expense (Note 7)​​10​​—
Unrealized foreign exchange (gain) loss​(6)​—
Changes in:​​​​
Receivables​(1,127)​(71)
Prepaid expenses​755​(61)
Deposits - current (Note 9)​1,202​(18,755)
Trade and other payables​​18,887​​201
Net cash used in operating activities​(27,036)​​(25,644)
​​​​​​​
INVESTING ACTIVITIES:​​​​
Purchase of buildings and equipment​(19,355)​—
Net cash provided by (used in) investing activities​(19,355)​—
​​​​​​​
FINANCING ACTIVITIES:​​​​
Proceeds from exercise of share purchase options (Note 6)​1,746​680
Payment of finance leases (Note 5)​(27)​—
Net cash provided by financing activities​1,719​680
​​​​​​​
Effect of foreign exchange on cash, cash equivalents, and restricted cash equivalents​6​​—
​​​​​​​
Net increase (decrease) in cash, cash equivalents, and restricted cash equivalents​(44,666)​​(24,964)
Cash, cash equivalents, and restricted cash equivalents, beginning of period​773,721​​47,105
Cash, cash equivalents, and restricted cash equivalents, end of period​$729,055​$22,141
​​​​​​​
NON-CASH INVESTING AND FINANCING ACTIVITIES​​​​​​
Right-of-use assets obtained in exchange for new operating lease liabilities​$3,172​$—
Right-of-use assets obtained in exchange for new finance lease liabilities​$232​$—
​​​​​​​
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH EQUIVALENTS​​​​
Cash and cash equivalents​$669,505​$19,141
Restricted cash equivalents​​59,550​​3,000
Total cash, cash equivalents, and restricted cash equivalents​$729,055​$22,141

Perpetua Resources Corp.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

**1.**Nature of Operations and Basis of Presentation

Perpetua Resources Corp. (the “Corporation”, and, together with its Subsidiaries, the “Company”, “Perpetua Resources” or “Perpetua”) was incorporated on February 22, 2011 under the Business 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 “Project”). The Company currently operates inone segment, which is mineral exploration and development in the United States.

These unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of Perpetua Resources Corp. and its wholly owned subsidiaries, Perpetua Resources Idaho, Inc. and Idaho Gold Resource Company, LLC. All intercompany transactions, balances, income and expenses have been eliminated. The unaudited condensed consolidated financial statements do not include all disclosures required of annual consolidated financial statements and, accordingly, should be read in conjunction with our annual financial statements for the year ended December 31, 2025. Certain prior period amounts have been reclassified to be consistent with current period presentation.

In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results for the interim periods reported. Operating results for the three months ended March 31, 2026 may not be indicative of results expected for the full year ending December 31, 2026. Management estimates that the Company’s 2026 effective tax rate will be 0% due to the Company’s cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to the Company’s ability to generate taxable income. Accordingly, there isno income tax provision or benefit for the three months ended March 31, 2026.

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 the Company expects to complete documentation and satisfy the conditions to initial funding of such financing 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 25-day notice period expired on April 24, 2026. This action by the board of U.S. EXIM 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 and execution of definitive loan documentation. There can be no assurance that the board of U.S. EXIM will approve the proposed loan 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, loan application, and documentation processes. The amount and timing of such funding from U.S. EXIM, if any, is uncertain and subject to conditions outside the Company’s control. The board of U.S. EXIM is expected to make a final decision in the second quarter of 2026 and 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.

We believe our project financing plans will be successful, although there can be no assurance that the Company will successfully complete all of its contemplated plans because these plans are not entirely within our control as of the date hereof. As such, Perpetua remains open to strategic funding opportunities that support Perpetua’s overall financing and development goals for the Project, which may include the issuance of additional equity, new debt, or project specific debt; government funding; offtake, royalty or streaming arrangements; and/or other financing or strategic opportunities. The future receipt of potential funding from these and/or other means cannot be considered certain at this time. In the event Project funding is not

available in the amounts or at the times anticipated, the Company may defer certain activities to ensure available cash resources are sufficient to satisfy the Company anticipated expenses until such full project financing is in place.

Loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of share purchase options and vesting and distribution of awarded share units, if dilutive. The Company’s potential dilutive common shares include outstanding share purchase options, restricted share units (“RSUs”), performance share units (“PSUs”), deferred share units (“DSUs”) and share purchase warrants. Potentially dilutive shares as of March 31, 2026 and 2025, are as follows:

​​​​​
​​March 31,​March 31,
​​ ​ ​2026​ ​ ​2025
Share purchase options​—​586,500
Share units (RSU, PSU, DSU)​1,329,249​1,894,362
Share purchase warrants​4,823,408​—
Total6,152,657​2,480,862

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

**2.**Recently Issued Accounting Pronouncements

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

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

**3.**Mineral Properties and Interest

The Company’s 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 for the 27 patented lode claims totaling approximately 485 acres which are held under an option to purchase. 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 and 100% on NSR royalty on the future payable silver production.

The Company’s obligations under the gold and silver royalty agreements with a wholly owned subsidiary of Franco Nevada Corporation (such subsidiary, “FNIC”) are secured by a continuing security interest and a first priority lien on certain collateral including the land and mineral interests comprising the Project.

As of March 31, 2026, the Company determined the Project’s mining deposits had not yet met the criteria for capitalization. Development costs incurred after such determination will be capitalized. 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.

At March 31, 2026 and December 31, 2025, the Company’s mineral properties and interest at the Stibnite Gold Project totaled $67.7 million and $67.7 million, respectively. Included in mineral properties and interest are annual payments made under option agreements, whereby the Company is entitled to continue to make option payments annually or, ultimately, purchase certain properties.

4.Buildings and Equipment

At March 31, 2026 and December 31, 2025, the Company’s buildings and equipment were as follows:

​​​​​​​
​ · ​ ​ ​ · March 31, · ​ ​ ​ · December 31,
In thousands of U.S. Dollars · ​ · 2026 · ​ · 2025
Buildings​$25,625​$2,852
Equipment​6,203​5,159
Finance Lease Right-of-Use Assets​​457​​225
​​32,285​8,236
Accumulated Depreciation​(6,513)​(6,398)
Balance​$25,772​$1,838

During the three months ended March 31, 2026, the Company’s depreciation expense on buildings and equipment was $0.1 million (March 31, 2025: $0.03 million).

**5.**Leases

a.Finance Leases

We have entered into various lease agreements, primarily for equipment at our operations, which we have determined to be finance leases.

At March 31, 2026, the total liability associated with the finance leases was $0.4 million (December 31, 2025: $0.2 million), with $0.1 million (December 31, 2025: $0.1 million) of the liability classified as current and $0.3 million (December 31, 2025: $0.1 million) classified as non-current. The assets related to these finance leases are recorded in Buildings and Equipment, net, on our consolidated balance sheets and totaled $0.4 million as of March 31, 2026 (December 31, 2025: $0.2 million), net of accumulated depreciation.

Expense through March 31, 2026 and March 31, 2025 related to finance leases included $0.02 million and $nil respectively, for amortization of the related assets, and $0.01 million and $nil, respectively, for interest expense.

Our finance leases as of March 31, 2026, had a weighted average remaining term of 3.4 years and a weighted average discount rate of 7.0%.

At March 31, 2026, the annual maturities of finance lease commitments, including interest, were (in thousands of U.S. Dollars):

​ · ​ · ​ · ​
Remainder of 2026​ ​ ​$107
2027​143
2028​134
2029​84
2030​9
Total​477
Less: effect of interest​(54)
Finance lease liability​$423
b.Operating Leases

We have entered into various lease agreements, primarily for our corporate offices and land at our operations, which we have determined to be operating leases.

As of March 31, 2026, the total liability balance associated with the operating leases was $3.1 million (December 31, 2025: $0.03 million), with $0.7 million (December 31, 2025: $0.03 million) of the liability classified as current and $2.4 million (December 31, 2025: $nil) classified as non-current. The right-of-use assets for our operating leases totaled $3.1 million as of March 31, 2026 (December 31, 2025: $0.03 million).

Through March 31, 2026 and 2025, operating lease expense, and cash paid for operating leases included in net cash provided by operating activities, totaled $0.08 million and $0.02 million, respectively.

Our operating leases as of March 31, 2026 had a weighted-average remaining term of 4.16 years and a weighted average discount rate of 8.5%.

At March 31, 2026, the annual maturities of undiscounted operating lease payments, were (in thousands of U.S. Dollars):

​ · ​ · ​ · ​
Remainder of 2026​ ​ ​$703
2027​895
2028​908
2029​590
2030​553
2031​117
Total​3,766
Less: effect of discounting​(626)
Operating lease liability​$3,140

**6.**Shareholders’ Equity

a.Authorized
●Unlimited number of common shares without par value.
●Unlimited number of first preferred shares without par value.
●Unlimited number of second preferred shares without par value.
b.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 shareholders 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.

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. Certain executives of the Company are also party to employment agreements which provide for vesting of unvested units upon a termination of employment by the executive for good reason and upon the consummation of a change in control of the Company.

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

​​​​​​​
​ · ​ · Three months ended March 31,
In thousands of U.S. Dollars · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Exploration and pre-development​$749​$543
General and administration​​1,006​​673
Total​$1,755​$1,216

Share purchase options

The following table summarizes activity for share purchase option activity awarded under the Omnibus Equity Incentive Plan (the “Plan”) that vest over the required service period of the participant:

​​​​​​
​ · ​ · Number of · ​ · Weighted Average
​ · ​ ​ ​ · Options · ​ ​ ​ · Exercise Price (C$)
Balance December 31, 2024695,500​$10.88
Options expired(11,000)​6.20
Options exercised(396,500)​11.22
Balance December 31, 2025288,000​$10.59
Options expired(20,000)​11.80
Options exercised​(223,000)​​10.78
Options cancelled or forfeited​(45,000)​​9.13
Balance March 31, 2026—​$—

No options were granted during the three months ended March 31, 2026 and March 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company’s total share-based compensation from options was $nil.

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
​ · ​ · Share · ​ · Grant Date
​ · ​ · Units · Fair Value
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
Granted​132,287​​30.52
Distributed (vested)​(178,627)​​4.10
Cancelled​(1,844)​​9.78
Unvested, March 31, 2026​498,430​$12.85

During the three months ended March 31, 2026, the Company awarded 132,287 RSUs (March 31, 2025:248,777 RSUs) with a weighted average grant date fair value of $30.52 per RSU (March 31, 2025: $8.35) or approximately $4.0 million in total (March 31, 2025: $2.1 million).

During the three months ended March 31, 2026, the fair value of RSU awards distributed was approximately $5.5 million (March 31, 2025: $3.9 million).

During the three months ended March 31, 2026, the Company recognized $0.6 million (March 31, 2025: $0.4 million) in compensation expense related to RSUs and expects to record an additional $4.6 million in compensation expense over a weighted average remaining vesting period of 1.8 years.

Unvested units as of March 31, 2026 are expected to vest as follows:

​​​
Remainder of 2026​ ​ ​153,208
2027​195,185
2028106,058
2029​43,979
Total498,430

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, 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
Granted​123,852​​50.70
Added by performance factor​130,788​​5.98
Distributed​(424,034)​​6.13
Cancelled​(769)​​13.64
Unvested, March 31, 2026​462,729​$19.66

During the three months ended March 31, 2026, the Company recognized $0.5 million (March 31, 2025: $0.6 million) in compensation expense related to PSUs and MPSUs and expects to record an additional $7.5 million in compensation expense over a weighted average remaining vesting period of 2.7 years.

During the three months ended March 31, 2026, the fair value of PSUs distributed was $12.8 million (March 31, 2025: $4.2 million).

The PSUs and MPSUs are expected to vest as follows:

​​​
Remainder of 2026​ ​ ​58,500
2027152,761
2028115,730
2029​135,738
Total462,729

PSUs: The 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 three months ended March 31, 2026 and March 31, 2025, the Company awardedno PSUs.

Market-based PSUs: During the three months ended March 31, 2026 and 2025, 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 three months ended March 31, 2026, the Company awarded 123,852 MPSUs (2025:176,481 MPSUs) that had a weighted grant date fair value of $50.70 (2025: $12.53) per MPSU or approximately $6.3 million (2025: $2.2 million) in total. The grant date fair value of MPSUs was estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s share price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends. The probabilities of the actual number of MPSUs expected to vest and resultant actual number of common shares expected to be awarded are reflected in the grant date fair values of the various MPSU awards. The per MPSU grant date fair value for the market condition was based on the following variables:

​​​​​​​​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
Grant date fair value​$50.70​$12.53​
Risk-free interest rate​​3.52%​4.15%
Expected term (in years)​​3.0​3.0​
Expected share price volatility​​58.55%​55.16%
Expected dividend yield​​Nil​Nil​

The expected volatility utilized is based on the historical volatilities of the Corporation’s common shares and the GDXJ Index in order to model the stock price movements. The volatility used was calculated over the most recent three year period. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield ofzero was used since it is the mathematical equivalent to reinvesting dividends in each issuing entity over the Performance Period.

Deferred Share Units

The following table summarizes activity for 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 · ​ · Grant Date
​ · ​ ​ ​ · Units · ​ ​ ​ · Fair Value
Outstanding, December 31, 2024​341,681​$3.79
Granted​36,360​​11.24
Distributed(30,783)​​3.46
Outstanding, December 31, 2025​347,258​$4.60
Granted20,832​​29.74
Distributed—​—
Outstanding, March 31, 2026368,090​$6.02

Under the Plan, the Company may issue DSUs to non-employee directors. During the three months ended March 31, 2026,20,832 (March 31, 2025:27,573) share units with a grant date fair value of $0.6 million (March 31, 2025: $0.2 million) were granted to the non-employee directors and the related compensation expense was charged to general and administration in the consolidated statements of operations.

**7.**Reclamation Liabilities

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

On January 15, 2021, the Company agreed to an ASAOC. The Company paid $3.0 million in cash collateral for a surety bond related to the ASAOC statement of work in early 2021 and provided $7.5 million in financial assurance for Phase 1 projects under the ASAOC. At March 31, 2026, no further costs were accrued associated with this liability and there wereno changes during the three months ended March 31, 2026 and 2025. See Note 9 below for additional details.

b. Asset Retirement Obligation (“ARO”)

Below is a reconciliation as of March 31, 2026 and 2025 of the ARO for the Project which is included in our estimated costs to reclaim environmental disturbance to date of $0.6 million andnil, respectively. The estimated reclamation and closure costs added in 2025 and 2026 were discounted using a credit adjusted, risk-free interest rate of 7.0% and an inflation rate of 2.7%.

​​​​​​​
​ · ​ · Three months ended March 31,
In thousands of U.S. Dollars · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Balance at beginning of period​$534​$—
Additions and changes to estimates​14​—
Accretion​10​—
Balance at end of period​$558​$—
​​​​​​​
Current portion​$—​$—
Non-current portion​558​—
Balance​$558​$—

**8.**Government Grants

The Company has been awarded government grants by the U.S. Department of War (“DOW”) as described below. Accounting for these DOW grants does not fall under Accounting Standard Codification 606,Revenue from Contracts with Customers, as the DOW does not meet the definition of a customer under this standard. The DOW grant proceeds, which will be used to reimburse expenses incurred, meet the definition of grants related to expenses as the primary purpose for the payments is to fund research and development on antimony trisulfide and advancement of the Company’s Stibnite Gold Project.

During the three months ended March 31, 2026 and 2025, grant income included the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
In thousands of U.S. Dollars · ​ · Three months ended March 31,
Government Grant​ ​ ​2026​ ​ ​2025
DPA​$—​$6,101
DOTC​997​282
Total​$997​$6,383

At March 31, 2026 and December 31, 2025, grant receivable, which is included in receivables on the consolidated balance sheets, include the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
In thousands of U.S. Dollars​ ​ ​March 31,​ ​ ​December 31,
Government Grant​2026​2025
DPA​$—​$—
DOTC​997​305
Total​$997​$305

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 three months ended March 31, 2026 and 2025, the Company recorded grant income of $nil and $6.1 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 Ordnance Technology Initiative Agreement (“OTIA”) of up to $15.5 million under the Prototype Other Transaction Authority of the DOW through the DOTC. On May 28, 2025, the Company was awarded up to $6.9 million in additional funding by the DOTC under the OTIA. The funding objective of the OTIA is to demonstrate a fully domestic antimony trisulfide supply chain using ore from the Stibnite Gold Project. The OTIA designates funding to the Company to conduct activities to meet this objective, including obtaining additional core samples from the Project site, conducting a pilot plant study to produce mil-spec antimony trisulfide from the samples, designing a full-scale process circuit, and delivering a modular pilot plant for the DOW to use in further investigations. Under the OTIA, the Company will be reimbursed for these activities on a cost-plus fixed fee basis over the 24-month period of performance. The current estimated amount is $22.4 million, which is subject to adjustment by the DOW based on scope, costs, budget, or other factors as the program advances. Perpetua will be entitled to reimbursement for all costs incurred under the agreement, with the negotiated fee being 12%. The OTIA contains customary terms and conditions for OTIAs, including ongoing reporting obligations.

During the three months ended March 31, 2026 and 2025, the Company recorded grant income of $1.0 million and $0.3 million, respectively, for certain costs incurred and the 12% fee income earned on costs incurred.

  1. Commitments and Contingencies

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.

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.Option Payments on Other Properties

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

c.Financial Assurance

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, Idaho Department of Lands (“IDL”) and U.S. Army Corps of Engineers (“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. There wereno changes in financial assurance during the three months ended March 31, 2026.

d.Vendor Deposits - Idaho Power Company

The Company has entered into various 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. Changes in the IPCo deposit during the three months ended March 31, 2026 and 2025 are as follows:

​​​​​​​
​ · ​ ​ ​ · Three months ended March 31,
In thousands of U.S. Dollars · ​ · 2026 · ​ ​ ​ · 2025
Balance at beginning of period​$15,222​$—
Deposits​—​18,759
Costs incurred - expense​(1,202)​(4)
Balance at end of period​$14,020​$18,755
​​​​​​​
Current portion​$14,020​$18,755
Non-current portion​—​—
Balance at end of period​$14,020​$18,755
e.Vendor Deposits - ATCO

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. Changes in the ATCO deposit during the three months ended March 31, 2026 and 2025 are as follows:

​​​​​​​
​ · ​ · Three months ended March 31,
In thousands of U.S. Dollars · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Balance at beginning of period​$12,350​$—
Costs incurred – asset​(4,368)​—
Balance at end of period​$7,982​$—
​​​​​​​
Current portion​$7,982​$—
Non-current portion​—​—
Balance at end of period​$7,982​$—
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, 2018, by and among Perpetua Resources Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho. There wereno changes in Foundation payments or commitments during the three months ended March 31, 2026.

g.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 three months ended March 31, 2026, the Company paid $nil towards this settlement obligation (March 31, 2025 - $nil). As of March 31, 2026, 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 March 31, 2026, 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 March 31, 2026, the RACR remains under review by the federal agencies and no further costs were accrued associated with this Phase 1 liability. 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, a lawsuit was 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 (“Federal Environmental Case”). 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 (“Federal NPT Case”). 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 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, 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 Federal Environmental Case 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 Federal NPT Case requires all dispositive motions and briefs to be filed by all parties before the end of June 2026. Thesetwo lawsuits remain pending.

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 previously agreed stipulations between the plaintiffs and the Company and those 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 the Court’s decision. If the requested relief is granted, it could delay or restrict further implementation of the Project. 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 challenged 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 thosetwo lawsuits will be upheld upon judicial review or that the Company will be successful in defending against the challenges raised in thetwo lawsuits, including the pending motion for a preliminary injunction in the Federal Environmental Case.

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 March 31, 2026, 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 asingle reportable segment, focused on the exploration of its mineral interests in the state of Idaho, United States. This determination is based on the financial information reviewed by the CODM, which is assessed at a consolidated level.

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

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

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ ​ ​ · Three months ended March 31,
In thousands of U.S. Dollars​2026​ ​ ​2025
Consulting and labor costs​$7,238​$2,896
Engineering​31,528​5,341
Environmental and reclamation​25​177
Field office and drilling support​10,119​1,384
Legal and sustainability​1,228​505
Permitting​2,960​2,791
Total Exploration and Pre-Development​$53,098​$13,094
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.