PERPETUA RESOURCES CORP.

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 United States 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 U.S. EPA and the USDA under the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the Company agreed to dismiss its pending action in the CWA case against the USFS without prejudice. On August 8, 2023, the Company and the Nez Perce Tribe filed 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 a four-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. All required payments to date have been made timely pursuant to the terms of the Settlement Agreement. As of June 30, 2026, the current portion of the settlement was $1.0 million with the remaining $1.0 million classified as long-term.

Certain of the Company’s property interests in the Project site are also subject to existing judicial consent decrees entered into by third parties and various governmental entities with respect to contamination caused by historical mining activities on or near the Project site. These consent decrees, which impose environmental liability and remediation responsibilities on third parties, apply to certain mining claims and mill sites acquired by Perpetua from those third parties. Under the consent decrees, Perpetua is required to grant access to certain Project site areas by regulatory agencies and allow remediation activities to proceed if necessary and to preserve the integrity of previous response actions. Several of the Company’s patented claims in the Hangar Flats and Yellow Pine properties are also subject to a consent decree which requires Perpetua to cooperate with the U.S. EPA and the USFS to implement appropriate response activities.

Additionally, following the USFS’ publication of the FEIS and ROD approving the Modified Mine Plan for the Project, a lawsuit was filed against the USFS, the USDA and other federal agencies on February 18, 2025 in U.S. 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 and other 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.

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, and requirements in the regulatory review and approval process for the Project (“Federal NPT Case”). Among other remedies, the Tribe seeks to vacate the USFS ROD and other regulatory 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.

These two federal lawsuits challenging the USFS ROD and other approvals for the Project remain pending. 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. These motions and briefs have been filed. Additional proceedings in this Federal Environmental Case are discussed below in this section. The scheduling order in the Federal NPT required all dispositive motions and briefs to be filed by all parties. before the end of June 2026. These motions and briefs have been filed. The District Court has not yet scheduled any further proceedings with respect to the Federal NPT Case.

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 that are described in the NEPA Permitting Activities section, and these early works activities remain ongoing. The plaintiffs, however, sought to delay certain critical path construction activities (beyond the early works activities subject to the stipulations) that the Company had indicated would by commenced on May 30, 2026. On May 29, 2026, the District Court issued an order denying the plaintiffs’ motion for a preliminary injunction. 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 Ninth Circuit on June 17, 2026 issued an order denying the plaintiffs’ request for a stay. Under the Ninth Circuit’s order, all briefs are required to be filed by all parties by an outside date of August 20, 2026. While the appeal proceedings progressed, the District Court on June 24, 2026 heard oral argument on cross-motions for summary judgment on the merits of all the plaintiffs’ claims. All briefing relating to those motions is now complete, and the District Court is considering the summary judgment motions. No deadline for a ruling by the District Court’s on these motions on the merits has been set.

The Company believes that the request for a preliminary injunction in the Federal Environmental Case (and the various motions and appeal associated therewith) is without merit and intends to continue vigorously opposing them. The Company, however, cannot predict the outcome of decisions in the proceedings before the District Court and Ninth Circuit. If any of the relief requested by the plaintiffs were 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 those two lawsuits 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 Ninth Circuit’s review of appeal of the District Court’s order denying the plaintiffs’ motion for a preliminary injunction in the Federal Environmental Case.

On March 20, 2025, a putative federal class action lawsuit was filed in the United States 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, captioned Barnes 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 a first amended complaint on August 15, 2025. The Company and other defendants thereafter filed a motion to dismiss the plaintiffs’ amended complaint on September 30, 2025, and on June 3,2026, the District Court issued an order granting the motion and dismissing all of the plaintiffs’ claims without prejudice, but also providing the plaintiffs with an opportunity to file an additional amended complaint. On July 24, 2026, the plaintiffs filed a second amended complaint against the Company and previously named officers. The time for the defendants to respond to the second amended complaint has not yet expired. The deadline for filing a motion to dismiss the second amended complaint is September 11, 2026. The Company believes that the claims asserted in the second amended complaint are without merit and intends to continue vigorously defending itself and the named officers. However, in view of the uncertainties inherent in litigation, the Company does not express a judgment as to the outcome of this litigation.

IBEQ published an order on May 27, 2025 upholding the air permit to construct (“PTC”) issued for the Project 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 IBEQ subsequently 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 named the Company as well as IDEQ and the IBEQ as defendants, was served on the Company on or about September 23, 2025. The court subsequently entered an order dismissing IBEQ as a party and requiring all briefs of the parties to be filed by an outside date of January 16, 2026. After the briefs were filed, the court held a hearing on the case in which the parties presented oral argument, and on July 7, 2026, the court entered an order denying the petitioner’s claims and upholding the PTC in all respects. The petitioners have until August 18, 2026 to file an appeal of the state district court’s decision to the Idaho Supreme Court. The Company believes that the IDEQ and the IBEQ properly followed Idaho law in issuing the PTC and that the state district court properly rejected the petitioners’ claims in

their lawsuit. However, there can be no assurance that the PTC or the district court’s decision will be upheld upon further judicial review if the petitioners were to file an appeal with the Idaho Supreme Court.

See*“Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Ancillary Permitting Update”*above for additional information relating to certain administrative challenges that have been initiated under Idaho law and are pending with respect to certain regulatory approvals issued by the Idaho Department of Environmental Quality.