PERPETUA RESOURCES CORP.
For the period ended Dec 31, 2024. Filed Mar 19, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 19, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Table of Contents
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|---|---|---|
| PART I · | ||
| Item 1. | Business | 5 |
| Item 1A. | Risk Factors | 12 |
| Item 1B. | Unresolved Staff Comments | 31 |
| Item 1C. | Cybersecurity | 31 |
| Item 2. | Properties | 32 |
| Item 3. | Legal Proceedings | 49 |
| Item 4. | Mine Safety Disclosures | 50 |
| | | |
| PART II | | |
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 51 |
| Item 6. | Reserved | 51 |
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 51 |
| Item 8. | Financial Statements and Supplementary Data | F-1 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 62 |
| Item 9A. | Controls and Procedures | 62 |
| Item 9B. | Other Information | 62 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 62 |
| | | |
| PART III | | |
| Item 10. | Directors, Executive Officers and Corporate Governance | 63 |
| Item 11. | Executive Compensation | 63 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 63 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 63 |
| Item 14. | Principal Accountant Fees and Services | 63 |
| | | |
| PART IV | | |
| Item 15. | Exhibit and Financial Statement Schedules | 64 |
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EXPLANATORY NOTE
Unless the context otherwise indicates, references to the “Company,” “Perpetua Resources,” “Perpetua,” “we,” “us,” or “our” in this Annual Report refer to Perpetua Resources Corp. and its subsidiaries and the “Corporation” refers only to Perpetua Resources Corp.
See the “Glossary of Technical Terms” for more information regarding some of the terms used in this Annual Report.
CURRENCY AND EXCHANGE RATE INFORMATION
Unless otherwise indicated, references herein to “US$”, “$” or “dollars” are expressed in U.S. dollars. References in this Annual Report to Canadian dollars are noted as “C$.” Our consolidated financial statements that are included in this Annual Report are presented in U.S. dollars, unless otherwise stated.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Annual Report are “forward-looking statements” within the meaning of “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and “forward-looking information” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical fact included in this Annual Report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Annual Report, the words “anticipate,” “believe,” “expect,” “estimate,” “intend,” “plan,” “project,” “outlook,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on certain estimates, beliefs, expectations and assumptions made in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that may be appropriate.
Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties and assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements. Factors that could have a material adverse effect on our business, financial condition, results of operations and growth prospects can be found inItem 1A, Risk Factors,Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report. These factors include, but are not limited to, the following:
| ● | planned expenditures and budgets and the execution thereof, including the ability of the Company to discharge its liabilities as they become due and to continue as a going concern; |
| ● | timely access to capital and financing sources or strategic partners to fund the exploration, permitting, development and construction of the Project (as defined below); |
| ● | the potential impact of a strategic transaction on the Company’s business, results of operations and financial condition, including substantial the costs and time associated therewith, the risk that any such transaction may not ultimately be consummated or that we may not realize the anticipated benefits of any such transaction; |
| ● | the impact of delays in obtaining or failure to obtain required permits and other governmental approvals, or the impact of legal challenges by third parties to any such permits or governmental approvals, on the Company’s business, results of operations and financial condition; |
| ● | the Company’s plans to submit a financing application to the Export-Import Bank of the United States (“U.S. EXIM”), the prospects of successfully securing financing from U.S. EXIM or other sources on acceptable terms, or at all, and the expected timing of, and benefits to the Project of, securing such financing from U.S. EXIM or other sources; |
| ● | the Company’s ability to retain funds and request reimbursement for specified costs under the Technology Investment Agreement (“TIA”) under Title III of the Defense Production Act (“DPA”); |
| ● | the intended environmental and other outcomes of the South Fork Salmon Water Quality Enhancement Fund (the “Fund”) related to the Nez Perce Tribe’s Clean Water Act (“CWA”) lawsuit, good faith discussions between the Company and the Nez Perce Tribe with respect to future permitting and activities at the Project and the anticipated source of funding of the Company’s payments required under the Settlement Agreement (as defined below); |
| ● | regulatory and legal changes, requirements for additional capital, requirements for additional water rights and the potential effect of proposed notices of environmental conditions relating to mineral claims; |
| ● | the accuracy of analyses and other information based on expectations of future performance and planned work programs; |
| ● | possible events, conditions or financial performance that are based on assumptions about future economic conditions and courses of action; |
| ● | assumptions and analysis underlying our mineral reserve estimates and plans for mineral resource exploration and development; |
| ● | the Company’s history of losses and expectation of future losses; |
| ● | the Company’s limited property portfolio and potential challenges related to the Company’s title to its mineral properties; |
| ● | timing, costs and potential success of future activities on the Company’s properties, including, but not limited to, development and operating costs in the event that a construction decision is made and the Company’s ability to achieve production at the Project if constructed; |
| ● | potential results of exploration, development and environmental protection and remediation activities; |
| ● | current or future litigation or environmental liability, including litigation challenging the validity of the permits and approvals issued with respect to the Project; |
| ● | global economic, political and social conditions and financial markets, including any potential regulatory or policy changes resulting from a new administration, inflationary pressures and elevated interest rates; |
| ● | changes in gold and antimony commodity prices; |
| ● | our ability to implement our strategic plan and to maintain and manage growth effectively; |
| ● | our reliance on outside consultants for critical services; |
| ● | risks related to our largest shareholder; |
| ● | loss of key executives or the inability to hire or retain key executives or employees to support construction, permitting and operational activities; |
| ● | high levels of competition within the mining industry; |
| ● | equipment, labor and services required for exploration and development of the Project; |
| ● | labor shortages and disruptions; |
| ● | cyber-attacks and other security breaches of our information and technology systems; and |
Statements concerning mineral resource and mineral reserve estimates may also be deemed to constitute forward-looking information to the extent that such statements involve estimates of the mineralization that may be encountered if a property is developed.
With respect to forward-looking information contained herein, the Company has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating costs, recovery and metal costs; that any additional financing needed will be available when needed on reasonable terms; that the current exploration, development, environmental and other objectives concerning the Company’s Stibnite Gold Project (the “Project” or “Stibnite Gold Project”) can be achieved and that the Company’s other corporate activities will proceed as expected; that Perpetua will be able to successfully obtain financing for the Project; that all requisite information will be available in a timely manner; that the current price and demand for gold, antimony and other metals will be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner and that all necessary governmental approvals for the planned exploration, development and environmental protection activities on the Project will be obtained in a timely manner and on acceptable terms, and that the Company or such agencies will be able to successful defend against any challenges to such governmental approvals; and that the continuity of economic and political conditions and operations of the Company will be sustained.
These risks are not exhaustive. Because of these risks and other uncertainties, our actual results, performance or achievements, or industry results, may be materially different from the anticipated or estimated results discussed in the forward-looking statements in this Annual Report. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.
GLOSSARY OF TECHNICAL TERMS
Conversion Factors
| · · · · | ||
|---|---|---|
| To Convert From | To | Multiply By |
| Feet | Metres (m) | 0.305 |
| Metres | Feet (ft) | 3.281 |
| Miles | Kilometres (km) | 1.609 |
| Kilometres | Miles | 0.6214 |
| Hectares | Acres (ac) | 2.471 |
| Grams | Ounces (Troy) (oz) | 0.03215 |
| Grams/Tonnes | Ounces (Troy)/Short Ton (oz/ton) | 0.02917 |
| Tonnes (metric) | Pounds (lbs) | 2,205 |
| Tonnes (metric) | Short Tons (st) | 1.1023 |
| Grams | Ounces (Troy) (oz) | 0.03215 |
The following is a glossary of certain terms used in this Annual Report:
Assay means, in economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest.
CERCLA means Comprehensive Environmental Response, Compensation, and Liability Act, referenced informally as “Superfund.”
Deposit means a mineralized body which has been physically delineated by sufficient drilling, trenching, and/or underground work, and found to contain a sufficient average grade of metal or metals to warrant further exploration and/or development expenditures; such a deposit does not qualify as a commercially mineable ore body or as containing ore reserves, until final legal, technical, and economic factors have been resolved.
g/t Au means grams of gold per metric tonne of material.
Grade or grade means the amount of valuable metal in each tonne of ore, expressed as grams per tonne (g/t) for precious metals and as percent (%) for antimony.
km means kilometre(s).
m means metre(s) (equivalent to 3.281 feet).
M means million.
Mineralization or mineralizationmeans the concentration of metals and their chemical compounds within a body of rock.
Mineral Reserveor* mineral reserve* means an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
Mineral Resourceor* mineral resource* means a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
Ore means a mineral reserve of sufficient value as to quality and quantity to enable it to be mined at a profit.
Ounce or oz means a troy ounce or twenty penny weights or 480 grains and is equivalent to 31.1035 grams.
Oz/t or oz/st means a troy ounce per short ton.
Sampling or sampling means a technique for collecting representative sub-volumes from a larger volume of geological material. The particular sampling method employed depends on the nature of the material being sampled and the kind of information required.
NOTICE REGARDING MINING PROPERTY DISCLOSURE RULES
The material scientific and technical information in respect of the Stibnite Gold Project in this Annual Report, unless otherwise indicated, is based upon information contained in the Technical Report Summary (the “TRS”), dated as of December 31, 2021, and amended as of June 6, 2022, developed for the Stibnite Gold Project in accordance with the mining property disclosure rules specified in Regulation S-K subpart 1300 (“S-K 1300”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”). The TRS summarizes, in accordance with the mining property disclosure rules specified in S-K 1300, the technical report titled “Stibnite Gold Project, Feasibility Study Technical Report, Valley County, Idaho” dated effective December 22, 2020 and issued January 27, 2021 (the “2020 Feasibility Study”), which was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosures an issuer makes of scientific and technical information concerning mineral projects. These standards differ from the mining property disclosure rules specified in S-K 1300. Accordingly, information concerning mineral deposits from the TRS set forth herein may not be comparable with information made public by companies that report in accordance with NI 43-101.
The updated financial information in respect of the Stibnite Gold Project in this Annual Report is based upon information contained in the Financial Update – Cash Flow Forecast for the Stibnite Gold Project, February 2025 (the “Financial Update”), which is included as Exhibit 99.1 to this Annual Report on Form 10-K. The Financial Update should be read as a supplemental financial update to the 2020 Feasibility Study, which is summarized in the Company’s TRS, with respect to economic information regarding the Project. Neither the Financial Update nor the studies or data underlying such update modifies the mineral resources and mineral reserves reported in the TRS or the material assumptions and information pertaining to such disclosure. The information contained in the Financial Update is subject to the assumptions, exclusions and qualifications set forth herein, as well as those contained in the 2020 Feasibility Study and the TRS, except to the extent explicitly updated herein.
The 2020 Feasibility Study, the TRS and the Financial Update are intended to be read as a whole and sections should not be read or relied upon out of context.
All disclosures contained in this Annual Report regarding the mineral reserves and mineral resource estimates and economic analysis on the property are fully qualified by the full disclosure contained in the 2020 Feasibility Study and the TRS.
Information of a scientific or technical nature in this Annual Report and the Financial Update have been approved by Christopher Dail, AIPG CPG #10596, Exploration Manager for Perpetua Resources Idaho, Inc. and a Qualified Person (as defined in NI 43-101 and as defined in S-K 1300).
See also “Cautionary Note Regarding Forward-Looking Statements.”
Part I
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.