PERPETUA RESOURCES CORP.

Current report

We do not currently have sufficient funds or committed financing necessary to fund the estimated capital cost of the Project and related financing costs and facilities, and we may be unable to raise the necessary funds.

Current report

According to the TRS, as of December 31, 2025, the total initial capital cost estimate for the Project was approximately $2,576 million, excluding debt service and other financing costs and financial assurance obligations. Our ability to close the U.S. EXIM Loan and to obtain sufficient funds or committed financing to fund the estimated capital cost of the Project and related financing costs and facilities on acceptable terms, or at all, may be impacted by various factors, including, but not limited to, market conditions or commodity pricing; unfavorable interest rates; regulatory uncertainty; geopolitical events, including tensions or conflicts in the Middle East and Eastern Europe, that may impact global financial stability; the incurrence of additional debt, which may be subject to certain restrictive covenants; and permitting delays, challenges to our existing permits, ability to post financial assurance for operations following completion of construction or other unforeseen issues relating to our existing or future permits. In addition, the initial capital cost estimate presented in the TRS reflects the status of engineering and contracting, as well as cost estimates for construction and operations, based on commodity price and other economic assumptions as of December 31, 2025. Engineering, contracting and financing negotiations are ongoing, and the capital cost estimates may change as these activities progress, including changes due to design optimization or changes in economic and market conditions, and such changes may be material.

Current report

As part of our previously announced, comprehensive financing plan for the Project, on May 21, 2026, the board of U.S. EXIM unanimously approved a $2.9 billion senior secured long-term loan (“U.S. EXIM Loan”) under the Make More in America (“MMIA”) program to support the development of the Project. Closing of the U.S. EXIM Loan is subject to completion of definitive documentation and satisfaction of customary conditions precedent, which is expected to occur in the second half of 2026. There can be no assurance that we will be able to successfully negotiate definitive loan documents to close the loan or that, if closed, any funding provided by U.S. EXIM will be sufficient for us to construct the Project. If the U.S. EXIM Loan is delayed, is not available in the amounts or on the terms expected, or if the conditions to draw funding are not satisfied, we may not be able to fund the construction of the Project as planned, and would need to seek alternative sources of financing, which may not be available or may be available only on unfavorable terms. If we are able to successfully obtain financing from U.S. EXIM or another lender, the cost and terms of such financing may significantly reduce the expected benefits from development of the Project or render such development uneconomic, including by imposing restrictive covenants; limiting our ability to control certain property or development decisions; the loss of certain economic benefits of our property; or dilution to existing shareholders resulting from additional equity financing.

Current report

There can be no assurance that we will obtain, or receive the full amount of, the anticipated U.S. EXIM Loan, or that the terms and timing of such funding will not be modified, delayed, challenged, or become unavailable, which could have a material adverse effect on our business, results of operations and financial position. Our failure to obtain sufficient financing could result in delay or indefinite postponement of development, construction, or operation of the Project. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be favorable. Our failure to obtain financing could have a material adverse effect on our growth strategy and results of operations and financial condition.

Current report

Closing of the U.S. EXIM Loan is subject to completion of due diligence and finalization of loan documentation. The amount and timing of any funding under the U.S. EXIM facility is subject to the satisfaction of conditions to closing and funding, some of which are outside the Company’s control.

Current report

On May 21, 2026, the board of U.S. EXIM unanimously approved the U.S. EXIM Loan to support the development of the Project. Availability of the proposed funding is subject to finalization of definitive documentation, including completion of the due diligence and underwriting process, which may not be completed on the expected timeline, or at all. In addition, as a condition to closing, the Company expects to be required to put in place one or more secured accounts or debt facilities to fund cost overruns during the construction phase of the Project, 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. If the financing is approved, there can be no assurance that the U.S. EXIM financing, together with any cost overrun facilities or other sources of capital will be sufficient for the Company to construct the Project. Further, release of funding under any such commitment would be subject to the satisfaction of certain conditions and covenants by the Company at the time of each proposed draw under the facility. Some of these conditions are outside the Company’s control. There can be no assurance that the Company will be able to successfully satisfy any or all of such conditions on the expected timeline, or at all, and the amount and timing of such funding, if any, is uncertain.

Current report

The underwriting process and finalization of definitive documents is subject to the procedures, priorities and staffing of U.S. EXIM, including in connection with any shutdowns of the federal government. As a result, definitive loan documentation may not be processed on the Company’s preferred or expected timeline, and funds may not be available when needed to continue construction. Furthermore, U.S. EXIM funding is subject to the priorities of the federal government, which may result in changes to the amount, timing or conditions of funding. The final proposed terms of any U.S. EXIM funding may not be feasible or may be subject to conditions that the Company is unable to satisfy. If the Company is unable to secure U.S. EXIM financing, it may be unsuccessful in obtaining other project financing when needed or to continue construction on the Project.

Current report

Geopolitical tensions and potential military conflicts may materially affect our business and financial condition, and may increase our capital and operating costs.

Current report

Current and potential military conflicts, along with heightened geopolitical tensions globally, including the ongoing conflicts in the Middle East and Eastern Europe could adversely impact our operations, global economic conditions and commodity markets. Such events may cause significant disruptions to global supply chains, such as delays in shipping through critical routes like the Strait of Hormuz, increased costs for fuel and energy, and restricted access to equipment and other materials for our project. These supply chain disruptions and higher energy prices may also contribute to broader inflationary pressures affecting the costs of labor, materials, equipment, reagents, contractors, transportation, and other goods and services required for the development and operation of our project.

Current report

Such conflicts may also contribute to market volatility, fluctuation in foreign currency exchange rates, access to capital and investor sentiment, which could adversely affect our stock price and the cost of financing. Furthermore, the imposition of economic sanctions, export controls or other trade restrictions by the U.S. or other governments may increase costs for equipment and other materials.

Current report

Although we are taking steps to mitigate or avoid these risks, we cannot assure that these measures will successfully prevent or lessen the impact of political, regulatory, and trade-related risks on our costs and project delivery schedule. If these tensions escalate or persist, our business, financial condition and estimated capital and operating costs could be materially and adversely affected.

Current report

The implementation of a new ERP system and other new business and financial information systems could disrupt our business and adversely affect our operations, financial reporting and internal controls.

Current report

We are currently undertaking certain technology upgrades and enhancements to support the growth of our business and the development of the Project as we prepare for full construction and operations, including implementation of a new ERP system to upgrade certain business and financial systems. These efforts are complex, costly and time-consuming and require substantial management attention, changes to business processes, and reliance on third-party consultants, service providers and personnel with appropriate technical expertise.

Current report

If the implementation, integration or modification of these systems is delayed, more costly than expected, or not successfully executed, we could experience system failures, data migration issues, loss of information, diminished reporting capabilities, or disruptions relating to procurement, vendor and contractor management, project cost tracking, financial reporting, tax compliance and other routine business activities. Any such issues could adversely affect our internal control structure and control environment, increase costs, reduce productivity, delay aspects of Project development or construction, and have a material adverse effect on our business, financial condition and results of operations.

Current report

Our use of derivative financial instruments may not adequately protect us from gold price volatility and exposes us to counterparty and other risks.

Current report

We utilize derivative financial instruments to reduce our exposure to market risks from changes in gold prices related to a portion of our expected future production, and we will be exposed to risks related to counterparty creditworthiness or non-performance under these instruments. In July and August 2026, we entered into several gold put option contracts. We may enter into additional derivative instruments in the future. While our strategy is designed to provide downside price protection for a portion of our expected gold production, there can be no guarantee that our strategy will be effective, and we may experience losses, incur additional costs, or fail to realize the full benefits of favorable commodity price movements in some circumstances.

Current report — wording carried from elsewhere

the regulatory process and seek to vacate key governmental permits and enjoin any further implementation of the Project. On August 29, 2025, the Nez Perce Tribe filed similar claims against the USFS and other federal agencies in the U.S. District Court for the District of Idaho challenging the USFS ROD and other federal authorizations relating to the Project. The Court has granted PRII’s motion to intervene in both lawsuits which remain pending. On May 29, 2026, the District Court issued an order denying a motion for a preliminary injunction seeking to delay certain planned construction activities for the Project filed by plaintiffs in the Federal Environmental Case. The plaintiffs subsequently filed a notice of appeal of the District Court’s order denying the preliminary injunction motion with the U.S. Court of Appeals for the Ninth Circuit and also requested an emergency stay of the District Court’s order pending the appeal. The stay request was denied by the Ninth Circuit on June 17, 2026 and the appeal remains pending.

Current report — wording carried from elsewhere

Other legal challenges have been instituted, including a lawsuit in Idaho state district court appealing from the issuance of an air permit to the Company for the Project by the IDEQ, a state administrative contested case proceeding challenging the IDEQ’s Clean Water Act Section 401 water quality certification and an additional state administrative challenge contesting IDEQ’s issuance of Idaho Pollutant Discharge Elimination System industrial wastewater discharge permit.

Current report — wording carried from elsewhere

While the Company believes the federal and state regulatory processes in respect of the Project have been conducted thoroughly and completely by the relevant federal and state regulatory agencies, there can be no assurance that the challenged Project approvals will be upheld upon administrative or judicial review or that such proceedings will be resolved in a timely manner. Also, the timing with respect to the decisions that will be issued in these legal challenges is uncertain. There also can be no assurance that any requested injunctive or other interim relief will be denied. The Company believes that the lawsuits and administrative cases in respect of the Project are without merit and the Company intends to continue vigorously opposing claims challenging the Project. The Company, however, cannot predict the outcomes of the lawsuits and administrative cases. If the requested relief is granted, it could delay or restrict further implementation of the Project.

Previous report — wording carried elsewhere

Lawsuits and legal challenges to governmental permits and Project approvals, such as those described above and elsewhere in this Quarterly Report, as well as legal proceedings or administrative challenges that may be brought in the future, may result in adverse impacts to our planned operations such as increased defense costs (to the extent we are a party to such challenges), the performance of additional mitigation and remedial activities, loss or modification of permits for the Project, significant delays to our Project or increases