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PERPETUA RESOURCES CORP.

For the period ended Mar 31, 2025. Filed May 9, 2025.

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, 2025 · Filed May 9, 2025

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

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 1. Condensed Consolidated Financial Statements (Unaudited)

Item 1. Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

​​​​​​​
​ · ​ · March 31, · ​ · December 31,
​ · 2025 · 2024
ASSETS · ​ · ​
CURRENT ASSETS · ​ · ​
Cash and cash equivalents​$19,141,223​$44,104,825
Receivables (Note 7)​2,656,266​2,585,309
Prepaids​723,244​662,446
Deposits (Note 6)​​18,755,353​​—
​​41,276,086​47,352,580
NON-CURRENT ASSETS​​​
Buildings and equipment, net​412,147​443,080
Right-of-use assets​11,456​28,289
Environmental reclamation bond​​3,000,000​​3,000,000
Mineral properties and interest (Note 3)​66,786,048​66,786,048
TOTAL ASSETS​$111,485,737​$117,609,997
​​​​​​​
LIABILITIES AND SHAREHOLDERS’ EQUITY​​
CURRENT LIABILITIES​​
Trade and other payables​$5,923,685​$5,722,979
Lease liabilities​11,455​28,288
CWA settlement payable (Note 6)​​1,000,000​​1,000,000
​​6,935,140​6,751,267
NON-CURRENT LIABILITIES​​
CWA settlement payable (Note 6)​2,000,000​2,000,000
TOTAL LIABILITIES​​8,935,140​​8,751,267
​​​​​​​
COMMITMENT AND CONTINGENCIES (Note 6)​​
​​​​​​​
SHAREHOLDERS’ EQUITY (Note 4)​​
Common shares, without par value, unlimited shares authorized, 71,285,844 and 70,266,550 shares outstanding, respectively​674,632,596​668,664,443
Additional capital​​31,303,569​​35,375,252
Accumulated deficit​(603,385,568)​(595,180,965)
TOTAL SHAREHOLDERS’ EQUITY​​102,550,597​​108,858,730
​​​​​​​
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY​$111,485,737​$117,609,997

Perpetua Resources Corp.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

​​​​​​​
​ · ​ · For the three months ended
​ · ​ · March 31,
​ · 2025 · 2024
EXPENSES · ​ · ​
Corporate salaries and benefits​$689,185​$466,747
Depreciation​30,933​26,361
Directors’ fees​247,582​262,633
Exploration​​13,094,429​​6,572,460
Environmental liability expense​​—​​153,429
General and administration​140,540​​141,784
Professional fees​593,664​​377,379
Shareholder and regulatory​​163,171​​124,542
OPERATING LOSS​14,959,504​8,125,335
​​​​​​​
OTHER EXPENSES (INCOME)​​
Grant income (Note 7)​(6,383,390)​(5,169,738)
Interest income​(377,966)​(16,537)
Other expenses​​6,455​​5,465
Total other expenses (income)​(6,754,901)​(5,180,810)
​​​​​​​
NET LOSS​$8,204,603​$2,944,525
​​​​​​​
NET LOSS PER SHARE, BASIC AND DILUTED​$0.12​$0.05
​​​​​​​
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED​70,619,291​64,123,456

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

For the three months ended March 31, 2025 and 2024

​​​​​​​​​​​​​​​
​ · ​ · Common Shares · ​ · Additional · ​ · Accumulated · ​ · ​ · ​
​ · Shares · Amount · Capital · Deficit · Total
BALANCE, December 31, 2023​64,123,456​$618,581,910​$34,413,562​$(580,697,964)​$72,297,508
Share based compensation—​—​​1,008,077​—​1,008,077
Share units distributed​228,422​​846,107​​(846,107)​​—​​—
Net loss for the period—​—​​—​(2,944,525)​(2,944,525)
BALANCE, March 31, 202464,351,878​$619,428,017​$34,575,532​$(583,642,489)​$70,361,060
​​​​​​​​​​​​​​​
BALANCE, December 31, 2024​70,266,550​$668,664,443​$35,375,252​$(595,180,965)​$108,858,730
Share based compensation—​—​​1,215,828​—​1,215,828
Share units distributed​921,294​​4,905,939​​(4,905,939)​​—​​—
Exercise of options​98,000​​1,062,214​​(381,572)​​—​​680,642
Net loss for the period—​—​​—​(8,204,603)​(8,204,603)
BALANCE, March 31, 2025​71,285,844​$674,632,596​$31,303,569​$(603,385,568)​$102,550,597

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

​​​​​​​
​ · ​ · For the three months ended March 31,
​ · 2025 · 2024
OPERATING ACTIVITIES: · ​ · ​
Net loss​$(8,204,603)​$(2,944,525)
Adjustments to reconcile net loss to net cash used in operating activities:​​​​
Share based compensation (Note 4)​1,215,828​1,008,077
Depreciation​30,933​26,361
Environmental liability expense​​—​​153,429
Unrealized foreign exchange loss (gain)​(187)​1,488
Changes in:​​​​
Receivables​(70,957)​1,273,960
Prepaids​(60,798)​—
Deposits​(18,755,353)​(52,505)
Trade and other payables​​200,706​​(2,253,468)
CWA settlement payable​​—​​(500,000)
Environmental reclamation liabilities​​—​​(217,624)
Net cash used in operating activities​(25,644,431)​​(3,504,807)
​​​​​​​
INVESTING ACTIVITIES:​​
Proceeds from sale of silver royalty​​—​​8,335,165
Purchase of building and equipment​—​(18,019)
Net cash provided by investing activities​—​8,317,146
​​​​​​​
FINANCING ACTIVITIES:​​
Proceeds from exercise of share purchase options​680,642​—
Net cash provided by financing activities​680,642​—
​​​​​​​
Effect of foreign exchange on cash and cash equivalents​187​​(1,488)
​​​​​​​
Net increase (decrease) in cash and cash equivalents​(24,963,602)​​4,810,851
Cash and cash equivalents, beginning of period​44,104,825​​3,229,462
Cash and cash equivalents, end of period​$19,141,223​$8,040,313

Perpetua Resources Corp.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

**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 Corporation Act of 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 (“Stibnite Gold Project” or the “Project”). The Company currently operates inone segment, mineral exploration in the United States.

The unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Perpetua Resources Corp. and its wholly owned subsidiaries, Perpetua Resources Idaho, Inc. and Idaho Gold Resource Company, LLC. Intercompany transactions and balances 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, 2024. 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, 2025 may not be indicative of results expected for the full year ending December 31, 2025. Management estimates that the Company’s 2025 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 month period ended March 31, 2025.

The Company’s latest liquidity forecast indicates that available cash resources for expenses not eligible for reimbursement under the modified Technology Investment Agreement (“TIA”) awarded pursuant to Title III of the Defense Production Act (“DPA”) are expected to be exhausted in the third quarter of 2025. Absent additional financing, the Company would no longer be able to meet its ongoing obligations or advance construction readiness activities. The Company continues to explore various strategic and funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt; government funding; and/or other financing or strategic opportunities. The Company has engaged RBC Capital Markets and Endeavour Financial to assist with the evaluation of potential strategic and financing opportunities and to support the Company’s application process in connection with the U.S. EXIM $1.8 billion Letter of Interest received in April 2024. Any such financing or strategic transaction, or any funding commitment from U.S. EXIM, will be subject to due diligence and other conditions. There can be no assurance of the amount, timing or nature of any such financing or strategic transaction, if any.

We believe our plans outlined above to obtain sufficient funding will be successful, although there is no certainty that these plans will result in needed liquidity for a reasonable period of time. However, contributions due under the Settlement Agreement and our expectation of incurring other costs in the foreseeable future that are not eligible for DPA funding reimbursement and the need for additional funding to further support the development of our planned operations, raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that these unaudited condensed consolidated financial statements are issued. The future receipt of potential funding from equity or debt issuances, pursuit of additional government funding opportunities and/or other means cannot be considered probable at this time because these plans are not entirely within our control as of the date hereof.

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

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, performance share units, and deferred share units. Potentially dilutive shares as of March 31, 2025 and 2024, are as follows:

​​​​​
​ · ​ · March 31,
​ · 2025 · 2024
Share purchase options​586,500​1,314,875
Share units (RSU, PSU, DSU)​1,894,362​2,261,290
Balance2,480,862​3,576,165

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 December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updates (“ASU”) 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements or disclosures.

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 mineral properties and interest at the Stibnite Gold Project totaled $66,786,048 and $66,786,048 as of March 31, 2025 and December 31, 2024, respectively.

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 the Cinnabar option claims 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.

On March 21, 2024, Perpetua Resources and its subsidiaries granted a perpetual 100% NSR royalty on the future payable silver production from the Project to Franco-Nevada Idaho Corporation (“Franco-Nevada”) for gross proceeds of $8,500,000. The silver royalty agreement applies to the same properties as the gold royalty previously purchased by Franco-Nevada in 2013. The silver royalty agreement provides a mechanism whereby Franco-Nevada can receive minimum payments equal to 100% of the payable silver from the sale of doré commencing in the seventh calendar year following commercial production and ending upon the completion of the fifteenth calendar year following commercial production. The silver royalty agreement also provides Franco-Nevada an option upon the occurrence of certain conditions precedent (including achieving commercial production) to pay the Company a contingent payment and receive a royalty on any silver payable from the production of antimony concentrate from the Project. The Company incurred costs of $164,835 associated with this transaction. The net proceeds of $8,335,115 were recorded as a reduction to the carrying value of the mineral properties and interests during the three months ended March 31, 2024.

The Company’s obligations under the gold and silver royalty agreements with Franco-Nevada are secured by a continuing security interest and a first priority lien on certain collateral including the land and mineral interests comprising the Project.

Included in mineral properties and interest are annual payments made under option agreements, where the Company is entitled to continue to make annual option payments or, ultimately, purchase certain properties. Annual payments due under option agreements during 2025 are approximately $30,000.

As of March 31, 2025, it has not yet been determined that the Project’s mining deposits can be economically and legally extracted or produced because the Project’s estimated reserves do not yet meet the definition of proven reserves under the United States SEC Regulation S-K 1300. Accordingly, development costs related to such reserves will not be capitalized unless they are incurred after such determination. 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.

Although the Company has taken steps to review and verify mineral rights to the properties in which it has an interest, in accordance with industry standards for properties in the development stage, these procedures do not guarantee the Company’s title and interests. Mineral title may be subject to unregistered prior agreements and noncompliance with regulatory requirements.

**4.**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.Offerings

ATM Offering: On May 12, 2023, the Corporation entered into the Sales Agreement providing for the sale by the Corporation, from time to time, of its common shares having an aggregate gross offering price of up to $20.0 million (the “ATM Offering”). During the three months ended March 31, 2025, the Corporation did not sell any shares under the ATM Offering (March 31, 2024: nil). As of March 31, 2025, $6.2 million remained available under the program.

2024 Offering: On November 18, 2024, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 3,439,465 of its common shares to the underwriters at a price of $10.17 per share. Gross proceeds received from this sale was approximately $33.2 million, which is net of offering costs of approximately $1.8 million. The Corporation granted the underwriters an option to purchase up to an additional 515,919 shares within 30 days of the offering which they did not exercise.

c.Share based compensation

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

​​​​​​​
​ · ​ · Three months ended
​ · ​ · March 31,
​ · 2025 · 2024
Exploration​$542,637​$447,110
Corporate salaries and benefits​​432,572​​298,334
Directors’ fees​​240,619​​262,633
Total​$1,215,828​$1,008,077

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, 20231,665,750​$9.54
Options exercised(619,375)​8.04
Options expired(350,875)​9.52
Balance December 31, 2024695,500​$10.88
Options exercised(98,000)​9.99
Options expired​(11,000)​​6.20
Balance March 31, 2025586,500​$11.12

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. No options were granted during the three months ended March 31, 2025 and March 31, 2024.

During the three months ended March 31, 2025, the Company’s total share based compensation from options wasnil (March 31, 2024: nil).

As of March 31, 2025, share purchase options outstanding and exercisable were 586,500 and 496,500, respectively, have a weighted average exercise price of C$11.12 and C$11.48, respectively, and have a remaining weighted average life of 0.80 years and 0.78 years, respectively. As of March 31, 2025, all unvested options are expected to vest and there isno unvested compensation.

As of March 31, 2025, the intrinsic value of outstanding and exercisable share purchase options is approximately $1.7 million and $1.3 million, respectively. During the three months ended March 31, 2025, the intrinsic value of share purchase options exercised was $496,807 (March 31, 2024: $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, 2023​601,640$3.64
Granted​521,128​3.10
Distributed (vested)​(248,755)​3.76
Cancelled​(2,285)​3.72
Unvested, December 31, 2024​871,728​$3.28
Granted​248,777​​8.35
Distributed (vested)​(397,875)​​3.41
Cancelled​(66,395)​​4.69
Unvested, March 31, 2025​656,235​$4.98

During the three months ended March 31, 2025, the Company awarded 248,777 RSUs (March 31, 2024:515,128 RSUs) with a weighted average grant date fair value of $8.35 per RSU (March 31, 2024: $3.02) or approximately $2.1 million in total (March 31, 2024: $1.6 million). During the three months ended March 31, 2025, the fair value of RSU awards distributed was approximately $3.9 million (March 31, 2024: $1.1 million).

During the three months ended March 31, 2025, the Company recognized $374,311 (March 31, 2024: $328,800) in compensation expense related to RSUs and expects to record an additional $2.4 million in compensation expense over the next 1.78 years.

The unvested units as of March 31, 2025 are expected to vest as follows:

​​​
Remainder of 202544,023
2026​317,782
2027218,503
2028​75,927
Total656,235

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.

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, 2023546,583$6.35
Granted515,5024.81
Distributed(1,395)4.79
Cancelled(3,247)4.92
Unvested, December 31, 20241,057,443$5.61
Granted​176,481​​12.53
Added by performance factor on 2022 MPSUs​246,318​​6.99
Distributed​(492,636)​​6.99
Cancelled​(87,950)​​6.65
Unvested, March 31, 2025​899,656​$6.48

During the three months ended March 31, 2025, the Company recognized $600,898 (2024: $380,639) in compensation expense related to PSUs and MPSUs and expects to record an additional $3.5 million in compensation expense over the next 2.28 years. During the three months ended March 31, 2025, the fair value of PSU awards distributed was approximately $4.2 million (March 31, 2024: $nil).

The unvested units as of March 31, 2025 are expected to vest as follows:

​​​
Remainder of 2025204,975
2026212,177
2027323,002
2028​159,502
Total899,656

PSUs: These 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, 2025, the Company awardednil PSUs (2024:120,000 PSUs) that had a weighted average grant date fair value of $nil (2024: $3.95),or $nil (2024: $474,000) in total.

Market-based PSUs: During the three months ended March 31, 2025 and 2024, 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, 2025, the Company awarded 176,481 MPSUs (2024:389,502 MPSUs) that had a weighted grant date fair value of $12.53 (2024: $5.00) per MPSU or approximately $2.2 million (2024: $1.9 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:

​​​​​​​​
​ · ​ · 2025 · ​ · 2024 · ​
Grant date fair value​$12.53​$5.00​
Risk-free interest rate​​4.15%​4.38%
Expected term (in years)​​3.0​3.0​
Expected share price volatility​​55.16%​57.36%
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, 2023​226,574​$3.68
Granted​115,107​​4.01
Outstanding, December 31, 2024​341,681​$3.79
Granted27,573​​8.73
Distributed(30,783)​3.46
Outstanding, March 31, 2025338,471​$4.22

Under the Plan, the Company may issue DSUs to non-employee directors. During the three months ended March 31, 2025,27,573 (March 31, 2024:93,712) DSUs with a fair value of $240,619 (March 31, 2024: $298,638) were granted to the non-employee directors and the related compensation expense was charged to directors’ fees in the consolidated statements of operations.

**5.**Environmental Reclamation Liability

On January 15, 2021, the Company agreed to an Administrative Settlement Agreement and Order on Consent (“ASAOC”). The Company has accounted for its obligation under the ASAOC as an environmental reclamation liability. The provision for the liability associated with the terms of the ASAOC is based on cost estimates developed with the use of engineering consultants, independent contractor quotes and the Company’s internal development team. The timing of cash flows is based on the latest schedule for early action items. The estimated environmental reclamation liability may be subject to change based on changes to cost estimates and is adjusted for actual work performed. During the three months ended March 31, 2025, the Company did not perform any work on early action items (March 31, 2024: $0.2 million). At March 31, 2025, no further costs were accrued associated with this liability. Movements in the environmental reclamation liability during the three months ended March 31, 2025 and 2024 are as follows:

​​​​​​​
​Three months ended March 31,
​ · 2025 · 2024
Balance at beginning of period$—​$764,607
Additions​—​153,429
Work performed on early action items​—​(217,624)
Balance at end of period$—​$700,412
​​​​​​​
Current portion$—​$700,412
Non-current portion​​—​​—
Balance at end of period​$—​$700,412

In 2021, the Company provided $7.5 million in financial assurance for Phase 1 projects under the ASAOC. The Company paid $3.0 million in cash collateral for a surety bond related to the ASAOC statement of work in early 2021.

6**.**Commitments and Contingencies

a.Mining Claim Assessments

The Company currently holds mining claims and mill sites for which it has an annual assessment obligation of $334,800 to maintain the claims in good standing. The Company is committed to these payments indefinitely.

b.Idaho Power Company Procurement Contract and Deposit

On February 13, 2025, the Company entered into an agreement with Idaho Power Company (“IPCo”) to begin procurement of long lead equipment required to increase the electrical capacity to the plant. This is an important step to ensure parts are available for installation under a future construction agreement. Under the terms of the agreement, the Company is responsible for paying all costs incurred by IPCo as they procure new equipment from vendors with an estimated total cost of $90.2 million. All contractual commitments of $1.0 million or greater must be approved by the Company prior to IPCo entering a binding contractual commitment with a vendor. The initial payment of $18.8 million was paid following execution of the procurement agreement and remaining payments are expected to be made quarterly through 2027. Payment dates and amounts may be adjusted to reflect specific contracts entered into by IPCo. If the agreement is terminated, IPCo will use commercially reasonable efforts to mitigate cancellation costs and recover value prior to the final true-up payment by the Company or refund to the Company.

The deposit with IPCo is updated each reporting period to reflect payments made to IPCo and costs incurred by IPCo. Costs incurred are currently charged to exploration in the consolidated statements of operations in accordance with the Company’s accounting policies. Movements in the deposit during the three months ended March 31, 2025 and 2024 are as follows:

​​​​​​​
​Three months ended March 31,
​ · ​ · 2025 · 2024
Balance at beginning of period​$—​$—
Additions​18,759,381​—
Costs incurred​(4,028)​—
Balance at end of period​$18,755,353​$—
​​​​​​​
Current portion​$18,755,353​$—
Non-current portion​—​—
Balance at end of period​$18,755,353​$—
c.Stibnite Foundation

Upon formation of the Stibnite Foundation on February 26, 2019, the Company became contractually liable for certain future payments to the Stibnite Foundation based on several triggering events, including receipt of a final Record of Decision (“ROD”) issued by the USFS, receipt of all permits and approvals necessary for commencement of construction, commercial production, and of the final reclamation phase.

During the three months ended March 31, 2025, a cash payment in the amount of $100,000 was paid upon receipt of the ROD (March 31, 2024: nil). Future cash payments range from $0.1 million (upon receipt of all permits for construction) to $1 million (upon commencement of final reclamation phase) and issuance of 150,000 common shares of the Company (upon receipt of all permits for construction). During commercial production, the Company will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments, or a minimum of $0.5 million each year.

The Stibnite Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Perpetua Resources Idaho, Inc. andeight communities and counties throughout the West Central Mountains region of Idaho.

d.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, 2025, the option payments due on these properties in 2025 are approximately $30,000, which will be paid this year. The agreements include options to extend.

e.Off Balance Sheet Arrangements

The Company hasno off-balance sheet arrangements as of March 31, 2025 and the date of this Quarterly Report.

*f.*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 Clean Water Act (“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 Forest Service. The Company also filed a separate CWA citizen suit against the Forest Service 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. Environmental Protection Agency (“U.S. EPA”) and the United States Department of Agriculture, the Company agreed to dismiss its pending actions against the Forest Service 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 litigation. 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 million by Perpetua over afour-year period. This includes $4 million of contributions by Perpetua to a South Fork Salmon Water Quality Enhancement Fund (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 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, a dismissal with prejudice is contemplated 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 million during the second quarter of 2023. During the twelve months ended December 31, 2024, the Company paid $2,000,000 towards this settlement obligation. As of March 31, 2025, CWA settlement payable current portion is $1,000,000 with the remaining $2,000,000 classified as long-term.

The voluntary CERCLA ASAOC entered into by the Company, the U.S. EPA, and the United States Department of Agriculture (“USDA”) required numerous early cleanup actions (referenced as “Phase 1” in the ASAOC) at the Stibnite Gold Project site (the “Stibnite Site”). The Company began the Phase 1 activities in 2022. As of March 31, 2025, 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, 2025, the RACR remains under review by the federal agencies and no further costs were accrued associated with this Phase 1 liability. During the three months ended March 31, 2025, the Company spent $nil on Phase 1 activities (March 31, 2024: $0.2 million). 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 FEIS authorizing the mine plan for the Project, claims were filed in the U.S. District Court for the District of Idaho against the USFS and other federal agencies on February 18, 2025 by a number of claimants, including Save the South Fork Salmon and the Idaho Conservation League, alleging violations of NEPA and other federal laws in the regulatory review process. Among other remedies, the claimants seek to vacate the ROD, FEIS, Final Biological Opinions (as defined herein), and other Project approvals and to enjoin any further implementation of the Project. PRII has filed a motion with the court to intervene in this lawsuit which was granted by the district court on April 2, 2025. The Company believes the federal regulatory process was conducted thoroughly and completely by the relevant federal regulatory agencies. However, there can be no assurance that the permits and Project approvals will be upheld upon judicial review.

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 current 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 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 between April 17, 2024 to February 13, 2025 regarding the Company's expected capital expenditures for the Stibnite Gold Project. The complaint seeks unspecified compensatory damages. 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.

**7.**Government Grants

The Company has been awarded government grants by the U.S. Department of Defense (“DOD”) as described below. Accounting for these DOD grants does not fall under Accounting Standard Codification 606,Revenue from Contracts with Customers, as the DOD does not meet the definition of a customer under this standard. The DOD 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, 2025 and 2024, grant income included the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · Three months ended March 31,
​ · 2025 · 2024
DPA​6,101,651​2,609,261
DOTC​281,739​2,560,477
Total​$6,383,390​$5,169,738

At March 31, 2025 and December 31, 2024, grant receivable, which is included in receivables on the consolidated balance sheets, include the following:

​ · ​ · ​ · ​ · ​ · ​ · ​
​ · March 31, · December 31,
​​2025​2024
DPA​$2,296,235​$2,382,594
DOTC​281,739​106,827
Total​$2,577,974​$2,489,421

Information regarding each individual grant is as follows:

DPA Grant: On December 16, 2022, the Company entered into an undefinitized TIA with the DOD - 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 DOD, 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. The funding objective of the TIA is to complete environmental and engineering studies necessary to obtain a Final Environmental Impact Statement, a ROD, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials at the Stibnite Gold Project. Proceeds from the grant will be used primarily to reimburse the Company for certain costs incurred through June 16, 2025 related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing the Company’s construction readiness and the permitting process for the Stibnite Gold Project. During the three months ended March 31, 2025, the Company received cash from this grant of $6,188,010 (March 31,2024: $2,957,131) for reimbursement of certain costs incurred.

DOD 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 DOD through the DOTC. The funding objective of the OTIA is to demonstrate a fully domestic antimony trisulfide supply chain using ore from the Stibnite Gold Project site. 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 DOD 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 $15.5 million, which is subject to adjustment by the DOD 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, 2025, the Company received cash from this grant of $106,827 (March 31, 2024: $3,490,141) for reimbursement of certain costs incurred of $95,381 (March 31, 2024: $3,116,197) and 12% fee income of $11,446 (March 31, 2024: $373,944). During the three months ended March 31, 2025, grant income includes $30,186 (March 31, 2024: $274,337) of 12% fee income earned on costs incurred.

**8.**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 CODM, who is our Chief Executive Officer, for the purpose of allocating an enterprise’s resources and assessing its operating performance. The Company has determined that it operates as a single 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’s single 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 month ended March 31
​ · ​ · 2025 · 2024
Consulting and labor cost​$2,896,023​$1,709,468
Engineering​5,341,276​2,840,799
Environmental and reclamation​177,180​101,419
Field office and drilling support​1,383,739​417,373
Legal and sustainability​504,970​258,146
Permitting​2,791,241​1,245,255
Total Exploration​$13,094,429​$6,572,460
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.