PPTA 10-K & 10-Q changes, risk factors and insider trading

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. We do not currently have sufficient funds or committed financing to fund the estimated capital cost of the Project and our ability to obtain sufficient funds or committed financing 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 conflict in the Middle East, 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 reflects the status of engineering and contracting work as of December 31, 2025. Engineering, contracting and financing negotiations are ongoing, and the capital cost estimates may change as those workstreams progress, and such changes may be material.

As part of our previously announced, comprehensive financing plan for the Project, in May 2025 we submitted a formal loan application to the Export-Import Bank of the United States (“U.S. EXIM”) for debt financing to finance construction of the Project and received a preliminary, non-binding indicative financing term sheet in September 2025. On March 30, 2026, the board of U.S. EXIM initiated the last formal step before a U.S. EXIM board vote on final approval of an approximately $2.7 billion senior secured loan (the “U.S. EXIM loan”) for the construction and development of the Project by unanimously agreeing to publish a notification to Congress with respect to the proposed loan. This step triggers notification of the proposed financing to Congress for a 25-day period (the “Notice Period”). The U.S. EXIM loan, if approved, is expected to be comprised of a direct loan of approximately $2.2 billion for construction of the Project, financial assurance and certain discretionary corporate and exploration costs, and the remainder representing capitalized interest and fees. The initiation of the Notice Period does not represent a financing commitment from U.S. EXIM and is subject to approval of the proposed loan by the U.S. EXIM board following the 25-day Notice Period. There can be no assurance that the board of U.S. EXIM will approve the proposed loan after the Notice Period, or at all, 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 not approved, 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.

The issuance of a final financing commitment from U.S. EXIM is subject to U.S. EXIM’s underwriting criteria, authorization process, completion of due diligence and loan documentation, finalization and satisfaction of terms and conditions and satisfaction of certain conditions. The amount and timing of any funding under the U.S. EXIM facility is subject to the satisfaction of conditions, some of which are outside the Company’s control.

On March 30, 2026, the board of U.S. EXIM initiated Congressional Notice Period for an approximately $2.7 billion senior secured loan for the Project. The initiation of the Notice Period 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 following the 25-day Notice Period and execution of definitive loan documentation. There can be no assurance that the board of U.S. EXIM will approve the proposed loan after the Notice Period, or at all, or that, if approved, the terms or amount of such loan will be the same as those initially indicated. Availability of the proposed funding is also 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 may 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 over-run 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.

The U.S. EXIM financing, or other debt financing that we may enter into to fund the Project, may subject us to restrictive covenants, significant debt service costs, additional compliance obligations and other obligations and restrictions that may affect the value of the Project and our ability to pursue our business strategy.

We expect that the terms of the U.S. EXIM financing, or other debt financing we may enter into to fund the Project, will impose operating and financial restrictions on us and our subsidiaries, which may limit our ability to respond to changing business and economic conditions. For example, we expect that any such debt financing will contain restrictive covenants that limit our ability to incur additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate changes, enter into transactions with affiliates, make substantial asset sales, make certain restricted payments, enter into amendments or waivers to certain agreements, conduct certain sale leasebacks or enter into certain burdensome agreements. The terms of any such financing may also require the Company to maintain one or more secured accounts or facilities to fund cost overruns, financing costs, or other expenses during or after construction. Such conditions may require the Company to raise additional funds, enter into additional debt facilities, or restrict cash on hand. These covenants could adversely affect our ability to finance our future operations or capital needs, to continue exploration and development activities or to execute preferred business strategies. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.

In addition, in connection with the negotiation and execution of the U.S. EXIM loan or similar financings, we may be required to enter into intercreditor or subordination agreements with other contractors, lenders or stakeholders or to amend agreements already in place with contractors or suppliers. The negotiation, finalization, and ongoing management of such agreements can be complex and may result in additional restrictions, delays in closing, or conflicts between creditor or contractor parties that could adversely affect our financing flexibility and project timeline.

In addition to these financial and operational restrictions, U.S. EXIM or other lenders may impose additional requirements relating to environmental, social, and governance standards. These may include, but are not limited to, additional compliance or reporting requirements related to environmental and social impacts, community engagement, and monitoring, and adopting international best practices and standards. Complying with such requirements could increase our compliance and operational costs, delay project timelines, or require changes to project design or operations. Failure to meet these standards could also result in penalties, loss of financing, or reputational harm.

Furthermore, we expect to incur significant debt service costs in connection with the U.S. EXIM financing, or other debt financing we may enter into to fund the Project, including regular interest accrual, commitment fees, ongoing administrative, legal and advisory fees and other compliance costs. If we are permitted to defer interest payments until the Project is in operation, the principal amount of the loan may increase materially. These debt service costs are in addition to the indicative commitment amount and will increase our repayment obligations once the Project is in operation. We expect the terms of the U.S. EXIM loan, or any similar project financing facility, to severely restrict our ability to use the proceeds of the Project until a substantial portion of the loan has been repaid. As a result, we may be unable to progress exploration or development activities, pay dividends or otherwise execute preferred business strategies.

If we are unable to commence operations at the Project when expected due to construction delays, increased costs, compliance with additional lender requirements, or for other reasons, we may be unable to satisfy our payment obligations when due. If we fail to make payments when due or otherwise fail to satisfy the conditions or covenants of the loan, the lenders will have certain remedies to enforce their loan, which may include, under certain circumstances, foreclosure on the Project, which could result in total loss of the Project and our ability to continue our operations.

Changes in U.S. administrative policy, including tariffs and trade agreements, and uncertainty regarding U.S. EXIM loan financing may adversely affect us.

Our ability to secure debt financing from U.S. EXIM or other sources and advance the Project may be negatively impacted by changes in U.S. administrative policy, such as the imposition or increase of tariffs, changes to existing trade agreements, and shifts in international trade relations. Political and trade relations between the U.S. and countries in our supply chain, as well as changes to trade policies (including the imposition of tariff rates and customs duties) and other macroeconomic issues, could adversely impact our business. Many industries, including the mining industry, have been impacted by these market conditions, which have contributed to increased economic uncertainty, higher capital costs and, for pre-production companies like ours, potentially reduced access to financing. These factors have increased the risk of disruption to global trade flows and supply chains, including availability and lead times for mining and processing equipment. Escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments, or shifts in U.S. or international trade policies, including those arising from geopolitical tensions in the Middle East, could increase the cost and limit the availability of the raw materials and equipment necessary for the development and construction of the Stibnite Gold Project.

Given the relatively fluid regulatory environment in the U.S. and uncertainty regarding future actions of the U.S. government or foreign governments with respect to tariffs and international trade agreements and policies, a trade war, further governmental action related to tariffs or international trade policies, or additional tax or other regulatory changes in the future could directly and adversely impact our financial results and ability to progress the Project. Any adverse developments related to financing, government policy, or trade relations could materially affect our business, results of operations, financial condition, and the price of our common shares.

Our profitability, long-term viability and ability to finance and develop the Stibnite Gold Project will depend, in large part, on the market prices of gold, antimony and other potential by-products. The prices of these commodities have historically been volatile and are subject to numerous factors beyond our control, including:

The market prices of gold and antimony have recently experienced significant volatility. Government actions in major consuming or producing countries, including China and India for gold and China for antimony, can have a significant impact on demand and pricing. Antimony prices are subject to sharp, short-term changes and protracted declines, influenced by supply chain disruptions, new sources of supply, and changes in government policy regarding critical minerals.

A sustained decrease in the prices of gold could render the Project uneconomic, result in asset impairments or write-offs, and adversely affect our business, cash flows and the value of our common shares. While some analysts predict continued strength in gold prices, others expect a potential decline. There can be no assurance that prices will remain at current levels or that a profitable market will exist for our products.

In addition, our cost estimates for the Project currently benefit from elevated antimony pricing as a by-product credit. If antimony prices fall due to new supply sources or other market factors, our operating costs could materially increase, further impacting project economics and financial performance. The effect of these factors on metal prices cannot be accurately predicted, and any material decrease in prices could have a material adverse effect on our financial condition, results of operations, and ability to finance or advance the Stibnite Gold Project.

Perpetua Resources’ Canada-U.S. corporate structure and the related changes in critical mineral and trade policies may affect financing and advancement of the Stibnite Gold Project.

Perpetua Resources is a corporation incorporated under the BCBCA and its registered and record offices are located in British Columbia, Canada, while its head office and its principal asset, the Stibnite Gold Project, are located in Idaho in the United States. This cross-border structure exposes the Company to a dynamic and complex political, regulatory, and industrial policy environment that could impact its ability to fund, develop, and operate the Project. Political changes, including shifts in mining, investment, or other such policies in Canada and/or the United States, or in the relationship between these jurisdictions, may adversely affect Perpetua’s operations, profitability, and its ability to fund ongoing development expenditures at the Stibnite Gold Project. Such changes could also prevent or restrict the advancement of the Project, regardless of its economic viability as increased government involvement may impose new limitations, including restrictions on ownership or business operations with certain parties.

Additionally, there currently is significant uncertainty regarding the future relationship between the United States and other countries, including with Canada, relating to policy changes arising from the current U.S. administration, with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations. Changes in tariffs, trade barriers, price and exchange controls, or other regulatory requirements could adversely affect Perpetua’s business, prospects, financial condition, and operating results, the extent of which cannot be predicted with certainty at this time. Perpetua Resources intends to continue to comply with legislation and policies in all jurisdictions where it operates. However, the Company cannot predict whether future policy changes or regulatory actions will result in substantive adverse effects on its business or operations, or impact the intended geographic focus of its business or the ability to fund and advance the Stibnite Gold Project.

Changes in geopolitical conditions and U.S. critical minerals policy could reduce the strategic importance of domestic antimony production and adversely affect our business.

A part of our business strategy is supported by the current geopolitical and national security environment, including ongoing trade tensions between the United States and China, China’s restrictions on exports of certain strategic minerals, and U.S. government initiatives to strengthen domestic supply chains for critical minerals such as antimony. These developments have increased interest in and public support for U.S.-based antimony projects like the Stibnite Gold Project.

There is no assurance that these conditions will persist or that the Stibnite Gold Project will benefit from this strategic focus. Any improvement in U.S.-China relations, reduction or removal of tariffs or export controls, a shift in U.S. government priorities regarding access to critical minerals, or identification of other readily available sources of antimony outside of China, could decrease or eliminate the perceived strategic value of domestic antimony production. Similarly, if China were to resume or expand exports of antimony or related materials, global supply and pricing dynamics could change materially, which could reduce the focus on developing U.S.-based antimony projects.

In addition, U.S. government agencies, including the DOW, may decide not to continue, or may significantly reduce efforts, to promote domestic critical minerals development. If government interest or policy support for domestic antimony projects declines, our ability to attract financing, secure commercial partnerships, or advance the Stibnite Gold Project could be adversely affected. These developments could have a material negative impact on our business, prospects, and the potential economic viability of the Project.

Although the Project was included on the United States’ FAST-41 list of priority projects, such inclusion may be reconsidered based on updated information and does not imply endorsement of or support for the Project by the federal government, or create a presumption that the Project will receive any required outstanding regulatory approvals or favorably reviewed by any agency, or receive federal funding.

Mine closure and reclamation regulations and certain permits required to construct and operate mines include requirements that we provide financial assurance supporting our future reclamation obligations. The costs of providing financial assurance could significantly increase and we might not be able to provide financial assurance in the future.

We are required by federal and state laws and regulations to reclaim our mining properties. The specific requirements may change and vary among jurisdictions, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the control of pollutants and other possible deleterious substances, re-establishment to some degree of pre-disturbance landforms and vegetation, and restoration of natural resources. The Company’s approved mine plans also include certain commitments to address legacy conditions at the Project site created by historical mining operations of other mining companies and to restore to some degree natural and environmental resources to conditions existing before those historical mining operations. Such commitments in the approved mine plans are included within the Company’s financial assurance obligations. We are currently required, and may in the future be subject to additional requirements, to provide bonding or other financial assurance as security for reclamation costs, which may exceed our estimates for such costs. In addition, we may enter into various financial agreements to satisfy financial assurance requirements, and the terms of such agreements may impose certain restrictions on us or require us to post cash collateral. For example, to facilitate satisfaction of construction phase financial assurance requirements, in October 2025 we entered into multiple related financial agreements consisting of a surety bond and a related indemnity agreement with the surety provider; a credit facility and a standby letter of credit in favor of the surety provider; and additional arrangements with federal and state agencies to satisfy financial assurance requirements. We entered into additional construction phase financial assurance arrangements in November and December 2025 with another state agency and a bank providing a letter of credit in favor of that agency. The terms and conditions of the current financial assurance package with the surety provider require us to, among other things, maintain a minimum balance of collateral, cash and marketable securities, satisfy other collateral maintenance requirements and maintain compliance with reporting requirements and certain other covenants. Compliance with the collateral maintenance requirements of the current financial assurance package may strain our financial resources or otherwise reduce liquidity that would otherwise be available for other uses and, therefore, may have an adverse impact on our financial condition. Furthermore, a claim on the surety bond or a breach of our covenants in favor of the surety provider under or our failure to fulfill our obligations under the related indemnity agreement entitles the surety to demand additional collateral, plus associated costs and expenses. Similarly, a breach of our covenants or other obligations under the credit facility supporting the lenders of credit constituting an event of default enables the bank to accelerate repayment and enforce collateral rights. Any such collateral demand or acceleration would adversely affect our financial condition and may have the effect of delaying the progress of development of the Project.

We may replace the current financial assurance package with other non-cash financial assurance arrangements prior to or in connection with finalizing full financing for the Project. However, there can be no assurance that we will be able to replace the current financial assurance package on acceptable terms and on the anticipated timeline, or at all. Additionally, our future reclamation costs, whether in the construction phase or operations phase of the Project, may exceed the financial assurances we post, which may require additional financial assurance to be provided to federal and state agencies, and those assurances may ultimately be unavailable to us.

Construction of mine facilities is subject to all of the risks inherent in construction and start-up, including delays and costs of construction in excess of our projections.

Construction of mine facilities is inherently risky and subject to many risks, many of which are beyond our control, that could delay or prevent the completion of, or significantly increase the costs of construction of, the Stibnite Gold Project, including:

In particular, in December 2025, we engaged Hatch Ltd. (“Hatch”) as our EPCM contractor for the processing plan and certain other on-site facilities in respect of the Project, and detailed engineering work is ongoing. The engagement of an EPCM contractor, as well as the ongoing engineering process, creates additional risks of changes to the construction plan, possible added costs, and potential delays to the Project’s timeline. Contracting for major project procurement and project implementation components is ongoing, which adds uncertainties regarding the final costs and schedule for the Project. Our ability to proceed according to plan also remains subject to the continued availability of equipment and skilled labor, which may be impacted by market conditions, supply chain issues and other external factors.

If any of the foregoing events or other unforeseen events were to occur, our financial condition could be adversely affected and we may be required to seek additional capital, which may not be available on commercially acceptable terms, or at all. If we are unable to complete construction of the Project, we may not be able to recover any costs already incurred. Even if construction of the Project is completed on the expected timeline, the costs could significantly exceed our expectations and result in a materially adverse effect on our business, results of operations, financial condition and cash flows.

Perpetua Resources’ future efforts to upgrade and expand Mineral Resources at its properties may be unsuccessful. While the Company has identified mineralized material at the Stibnite Gold Project, there is no assurance that additional drilling, sampling, or technical analysis will result in the conversion of existing resources to higher categories, such as Mineral Reserves, or in the identification of additional resources. Upgrading or expanding Mineral Resources requires significant investment, technical skill and is subject to a number of risks, including the possibility that further work may not improve the quantity or quality of Mineral Resources or may even reduce the existing estimates.

Furthermore, even if further mineralization is discovered, there is no assurance that commercial production of the mineralized material would be economical. The commercial viability of any mineral deposit is dependent on factors beyond our control, such as the attributes of the deposit, prevailing commodity prices, government policies and regulations, and environmental protection requirements. Additionally, if any expanded mineralization described above were to result in changes to the Project design or other features incorporated into the Plan of Operations approved by the USFS in October 2025 or into other federal or state permits issued for the Project, additional requirements with respect to environmental review or permit amendments or modifications may be required. Any such additional environmental review and permitting requirements, if applicable, would need to be completed before proceeding with actions requiring such regulatory approvals. Our ability to successfully upgrade or expand resources is also significantly influenced by the technical skill of our personnel and the results of ongoing engineering and evaluation programs.

If we are unable to upgrade or expand Mineral Resources, or if further work demonstrates that the resources cannot be economically or legally developed, it could have a material adverse effect on our business, financial condition, results of operations and share price.

2026 Outlook and Goals

Perpetua Resources’ vision is to provide the United States with a domestic source of the critical mineral antimony, develop one of the largest and highest-grade open pit gold mines in the country, and restore an abandoned brownfield site. Perpetua Resources’ focus for 2026 is on the following:

*Consensus prices are defined as $3,250/oz gold, $10.00/lb antimony, and $40.00/oz silver based on a broad range of investment bank forecasts as of December 2025. See “Item 2. Properties” for additional information.

Financing Activities

The Company has continued to execute its comprehensive plan to finance construction of the Project since it was announced in June 2025. 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 loan, if approved, is expected to be comprised of a direct loan of approximately $2.2 billion for construction of the Project, financial assurance and certain discretionary corporation and exploration costs, and the remainder representing capitalized interest and fees. If approved by the board of U.S. EXIM in the amount indicated, the Company would have sufficient capital, together with $714 million of cash on hand as of December 31, 2025, to finance the estimated direct capital costs of $2,576 million to construct the Project, (based on the capital expenditures estimate as of December 31, 2025 in the TRS), as well as financial assurance and discretionary corporation and exploration costs. Initiation of the notification to Congress does not represent a financing commitment from U.S. EXIM. A final funding commitment, if any, is conditional upon the satisfaction of certain conditions, including final approval by the U.S. EXIM board following a 25-day notification period to Congress and execution of definition loan documentation. Based on the Congressional review timeline and U.S. EXIM process, the Company anticipates a final vote on the loan by the board of U.S. EXIM shortly after the notice period ends. Any funding under the loan (if approved) would be subject to finalization of definitive loan documents with U.S. EXIM and satisfaction of all conditions to closing, which the Company anticipates could occur in the second half of 2026. See “Item 1A. Risk Factors.”

The capital costs presented in the initial capital estimate in the TRS do not include financial assurance, debt service, cost overrun accounts and certain discretionary corporate and exploration costs. As a condition to the closing of the U.S. EXIM loan, the Company expects that it will be required to put in place one or more secured accounts or facilities to fund cost overruns during the construction phase of the Project. The Company is exploring various options for such facilities, 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.

In addition, to facilitate satisfaction of construction phase financial assurance requirements, the Company entered into multiple related financial agreements with respect to the approximately $160 million construction phase financial assurance requirements. See Note 9 to the Consolidated Financial Statements. 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. Any increased financial assurance obligations are expected to be financed using cash on hand, the project financing loan or other available sources of capital.

See additional details in the “Liquidity and Capital Resources” section below.

After posting required construction phase financial assurance with the USFS, IDL and USACE and receiving confirmation from those agencies of approval of this construction phase financial assurance on September 20 and 21, 2025, the Company commenced early works construction on certain activities for the Project as authorized by the USFS, IDL and USACE. Early works construction activities are limited to those activities permitted under the authorizations issued by the USFS, IDL and USACE, the terms of the financial assurance agreements, and the voluntary stipulations entered into by PRII and the plaintiffs in the two pending cases in federal district court challenging the USFS ROD and other federal agency approvals referenced above, which stipulations are further described under “NEPA Permitting Activities” below.

The Company is currently focused on advancing the Project towards a full construction decision for the Project in 2026.

NEPA Permitting Activities

On January 3, 2025, the USFS published the ROD and FEIS Errata approving the 2021 Modified Mine Plan for the Project. Per the requirements of the FEIS and ROD, Perpetua was required, among other things, to prepare for USFS review and approval a Plan of Operations based on the Modified Mine Plan and other plans comprising the suite of Environmental Monitoring and Management Plans. These plans were to incorporate Project updates as well as required mitigation measures, environmental protection measures, financial assurance and design features in this additional documentation. The Company subsequently submitted all required plans for review and approval by USFS.

On September 19, 2025, the USFS issued its conditional Notice to Proceed from the USFS for the Stibnite Gold Project, which stated the Project has satisfied the requirements outlined in the January 2025 ROD necessary to begin construction and that the Project may begin construction conditioned only on the Company posting of the joint construction phase financial assurance agreed to by USFS, IDL and USACE for the Project.

Perpetua subsequently posted the agreed upon joint construction phase financial assurance for the Project, and the USFS on October 20, 2025, issued notice that the requirements necessary to start construction had been satisfied, the Plan of Operations had been approved and signed by USFS, and the Project could enter construction subject to terms and conditions specified in the notice. IDL and USACE on October 21, 2025, also issued notices confirming that the requirements necessary to begin construction under their respective approvals for the Project, including posting the agreed upon joint financial assurance, had been met and that the Company could begin construction subject to the terms and conditions identified by those agencies.

Following the USFS’ publication of the ROD and FEIS approving the Modified Mine Plan for the Project, lawsuits were filed against the USFS, 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. Among other remedies, the claimants seek to vacate the ROD issued by the USFS, the Final Biological Opinions issued by the U.S. Fish and Wildlife Service and the National Marine Fisheries Service on September 6, 2024, and October 7, 2024, respectively (together, the “Final Biological Opinions”) 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 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, rules and requirements in the regulatory review and approval process in of the Project. 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.

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 separate lawsuits filed by the Nez Perce Tribe and by the environmental advocacy groups mentioned above challenging the USFS ROD and other federal agency approvals. This stay did not affect the validity of the USFS ROD or any of the other approvals challenged in either of these lawsuits in connection with the Stibnite Gold Project, and all such approvals remain in effect. After the partial federal government shutdown ended, the District Court lifted the stay and issued new scheduling orders in the two cases challenging the USFS ROD and other federal approvals. In the case involving the environmental advocacy groups, the scheduling order required all procedural and dispositive motions to be filed by January 20, 2026. Those pleadings have been filed by all parties. The District Court has not ruled on any of the dispositive motions filed by the parties. In the case involving the Nez Perce Tribe, all dispositive pleadings currently are required to be filed by the end of June 2026. These two lawsuits remain pending.

The Company believes the USFS ROD and other federal regulatory processes challenged in the two foregoing federal lawsuits were conducted thoroughly and completely by the relevant federal regulatory agencies. However, there can be no assurance that the Project approvals challenged in those two cases will be upheld upon judicial review.

On May 19, 2025, the USACE issued the CWA Section 404 permit for the Project, which included the Compensatory Mitigation Plan. USACE was a part of the review process as a cooperating agency since the Company began the federal NEPA process after filing the CWA Section 404 permit application in 2023. The CWA Section 404 permit was the last remaining federal permit needed to advance the Project towards a construction decision. On October 21, 2025, USACE issued a letter to the Company confirming that the conditions set forth in the CWA Section 404 permit necessary to begin construction, including posting of construction phase financial assurance, had been met.

Before early works construction commenced as described in the “Engineering, Contracting and Construction Activities” section above, the Company entered into voluntary stipulations with the plaintiffs in the two above-mentioned federal lawsuits. Those stipulations. provide for certain restrictions on the early works construction activities for the Project until February 1, 2026, after which the stipulations will terminate on 30-days’ notice by the Company to the plaintiffs. In exchange for the Company’s commitments to these restrictions, the plaintiffs in each case agreed not to seek a preliminary injunction against development of the Project in conformance with the stipulations during the restriction period that will end when the stipulations terminate. These stipulations were filed with the U.S. District Court for the District of Idaho in the two federal lawsuits. On March 16, 2026, the Company provided notice to the plaintiffs that the stipulation restriction period will end 30 days from such notice.

Ancillary Permitting Activities

With receipt of all federal permits, the Company is focused on advancing the Project towards a full construction decision, including finalizing the remaining state permits and securing project financing. Recent permitting updates include:

Previously submitted applications for certain regulatory approvals are continuing through the administrative review process. These include the Company’s application to IDEQ for an IPDES sanitary wastewater discharge permit and the IDEQ’s pending modification of the Clean Water Act Section 401 Certification described above. The Company anticipates an IDEQ decision on the IPDES sanitary permit in Q2 2026. The status of IDEQ’s process on the modification of the Section 401 Certification is described above in this section. Applications to IDEQ for approval of certain drinking water systems also are pending. The IDEQ approvals are anticipated in 2027 after Project construction has advanced to the stage where the final designs for the systems will be prepared.

Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024

Net loss for the year ended December 31, 2025, was $100.4 million compared with a net loss of $14.5 million for 2024. The increase compared to the prior year period was primarily attributable to a $76.0 million increase in exploration and pre-development expense and a $22.4 million decrease in grant income, partially offset by an $11.8 million increase in interest income.

Exploration and Pre-Development

This expense relates to all exploration, evaluation, and pre-development expenditures related to the Stibnite Gold Project, including labor, drilling, field operations, engineering, permitting, environmental and legal and sustainability costs. Exploration and pre-development expenses during the year ended December 31, 2025 were $121.3 million which was $76.0 million more than the 2024 comparative period primarily due to a ramp up in construction readiness activities following achievement of key permitting milestones and recent financings. See additional details in the table below:

These expenses include corporate salaries and benefits, director fees, professional fees, shareholder and regulatory, and other operating expenses. General and administrative expenses for the year ended December 31, 2025 was $6.5 million, which was $1.3 million more than the 2024 comparative periods primarily due to legal expenses related to the securities lawsuit and executive transition.

Environmental and Reclamation

This expense relates to the ASAOC signed in January 2021 to voluntarily address environmental conditions at the abandoned mine site. Environmental and reclamation expenses for the year ended December 31, 2025 was $0, which was lower than the $1.5 million expenses incurred in 2024 due to the Company’s determination in late 2024 that it had completed all Phase 1 response actions required by the ASAOC. The Company has filed necessary reports with the U.S. EPA and USDA with respect to such completion, and no further costs are accrued for this Phase 1 liability as of December 31, 2025. U.S. EPA and USDA are continuing to review the Company’s completion reports, and Phase 1 will formally be completed when those agencies approve the reports.

This income is from funding grants awarded to the Company from the DOW to study the domestic production of military-grade antimony trisulfide and to complete environmental and engineering studies necessary to obtain a FEIS, a ROD and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials. Grant income for the year ended December 31, 2025 was $15.0 million, which was $22.1 million less than the comparable period in 2024 due to the DPA funding being exhausted in May 2025. See also Note 7 to the Consolidated Financial Statements.

This income results from interest received on the Corporation’s cash balances. Interest income for the year ended December 31, 2025 was $12.1 million, which was $11.6 million higher than the previous year primarily due to higher average cash balance during 2025 than in 2024.

Capital resources of Perpetua Resources consist primarily of cash and liquid short-term investments. As of December 31, 2025, Perpetua Resources had $714.2 in cash and cash equivalents, $59.5 million in restricted cash and cash equivalents, $1.8 million in receivables, $5.0 million in prepaids, $27.6 million in current deposits, and $13.6 million in trade and other payables. See additional discussion in the “Capital Resources” section below.

The Company’s short-term liquidity needs include costs related to ongoing permitting, financial assurance, engineering, project financing, general corporate and administrative costs as the Company prepares for a full construction decision for the Project in the second half of 2026, as well as certain early works construction activities and down payments on long-lead items approved for early investment. Short-term liquidity needs also include financial obligations under the various contracts entered into for early works construction, including the IPCo contract, the ATCO contract and other vendor obligations described in the “Commitments” section below. The Company expects to finance these costs using cash on hand and, when available, funds available from the anticipated project financing facility.

Long-term liquidity requirements will require project financing to fund the capital costs to develop the Project, which was estimated to be approximately $2,576 million as of December 31, 2025, according to the TRS, and to fund reclamation financial assurance, debt service and other discretionary corporate and exploration costs. See additional discussion in the “Liquidity” section below.

From June through December 2025, the Company raised $862 million in aggregate gross proceeds from several equity offerings. The proceeds of these offerings are expected to be used to fund engineering, construction, procurement, financial assurance and other costs as part of the equity requirements for the anticipated U.S. EXIM debt financing, with additional funds, if any, intended to support exploration and pre-development activities, working capital and general corporate purposes. The Company expects to use the proceeds from the exercise of the warrants, if any, to support exploration and pre-development activities, working capital and for general corporate purposes.

Equity Offering and Private Placement – June and July 2025

On June 11, 2025, the Corporation entered into the Underwriting Agreement providing for the sale by the Corporation of 22,728,000 common shares, no par value, to the underwriters at a price of $13.20 per common share. On June 12, 2025, the offering was upsized to 24,622,000 common shares at a price of $13.20 per share. Pursuant to the Underwriting Agreement, the Corporation granted the underwriters an option to purchase up to an additional 3,693,300 common shares within 30 days of the offering which the underwriters exercised on July 10, 2025. The sale of common shares issued in connection with the option closed on July 14, 2025. Net proceeds received from this sale were approximately $46.8 million, which is net of offering costs of approximately $2.0 million.

In connection with this offering, on June 10, 2025, the Corporation entered into a subscription agreement with Paulson pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of approximately $100 million, 7,575,757 common shares, no par value, of the Corporation at a price of $13.20 per common share (the “June Private Placement”). The Corporation received net proceeds from the June Private Placement of approximately $100 million. The aggregate gross proceeds received from the offering and June Private Placement were approximately $474 million. The June Private Placement closed on June 16, 2025.

Private Placements – October 2025

On October 27, 2025, the Corporation entered into subscription agreements with Agnico Eagle Mines Limited (“Agnico Eagle”) and JPMorgan Chase Funding Inc., an affiliate of JPMorgan Chase & Co. (“JPMorgan”), respectively, pursuant to which the Corporation agreed to sell and issue, for aggregate gross proceeds of $255 million (i) 10,944,205 common shares (the “October Private Placement Shares”), no par value, of the Corporation at a price of $23.30 per common share, 7,725,321 to Agnico Eagle and 3,218,884 to JPMorgan; and (ii) common share purchase warrants (the “October Warrants”) to purchase up to an aggregate of 4,053,408 common shares (collectively, the “October Private Placements”). The October Warrants were issued in three tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date of the October Private Placements. The one-, two- and three-year warrants are exercisable at prices of $31.46, $34.95 and $38.45 per common share, respectively. The October Warrants are subject to repurchase by the Corporation if the closing price of the common shares exceeds 130% of the respective exercise prices of each tranche for a specified period and a registration statement covering the common shares issuable upon exercise of the October Warrants is effective. The warrant certificates contain customary adjustment provisions in connection with, among other things, (i) share splits and distributions, (ii) rights offerings and (iii) certain events involving a capital reorganization, reclassification, combination or merger of the Corporation. The October Private Placement Shares were priced at $23.30 per common share, being the closing price of the Corporation’s common stock on Nasdaq on Friday, October 24, 2025. The October Private Placements closed on October 28, 2025.

Equity Offering and Concurrent Private Placement – October 2025

On October 28, 2025, the Corporation entered into an underwriting agreement with BMO Capital Markets Corp., as representative of the several underwriters named therein, pursuant to which the Corporation agreed to issue and sell an aggregate of 2,938,000 common shares of the Corporation at a price to the public of $24.25 per common share, for gross proceeds of approximately $71.2 million and net proceeds of approximately $67.9 million to the Corporation. In connection with this offering, Agnico Eagle exercised its pro rata participation right with respect to the offering in a concurrent private placement at the public offering price of the offering which resulted in the issuance of an additional 280,415 common shares for net proceeds to the Corporation of approximately $6.8 million. The offering closed on October 30, 2025, and the concurrent private placement closed on October 31, 2025.

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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

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.

The Company continues to execute its comprehensive plan to finance construction of the Project since it was announced in June 2025.

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 Initiative (“MMIA”) to support the development of the Company’s Stibnite Gold Project. U.S. EXIM’s approval came after extensive technical, financial, environmental and social due diligence and a 25-day notice period to Congress. The U.S. EXIM Loan will be available upon completion of definitive documentation and satisfaction of customary conditions precedent, which is expected to occur in the second half of 2026. The U.S. EXIM Loan is to be structured as a 13-year senior secured credit facility of $2.9 billion, consisting of an upfront facility of $2.4 billion with the remainder to cover capitalized interest during construction and U.S. EXIM’s exposure fee. Interest on the U.S. EXIM Loan is to be set at the applicable long-dated U.S. Treasury bond rate plus 100 basis points and will be fixed at the time of the first drawdown. Scheduled repayments are anticipated to commence in 2030. If the U.S. EXIM Loan is finalized in the amount indicated, the Company would have sufficient capital, together with $574.2 million of unrestricted cash on hand as of June 30, 2026, to finance the estimated direct capital costs of $2,576 million to construct the Project (based on the capital expenditures estimate as of December 31, 2025 in the TRS), as well as financial assurance and certain discretionary corporation and exploration costs. There can be no assurance the terms or amount of such loan will be the same as those approved by the board of U.S. EXIM or that the proposed financing plan will be sufficient for us to construct the Project. Perpetua continues to work with U.S. EXIM to advance through completion of U.S. EXIM’s due diligence and documentation processes. The final amount and timing of such funding from U.S. EXIM, if any, is uncertain and subject to conditions outside the Company’s control. See “Item 1A. Risk Factors.”

Exploration Activities

On August 6, 2026, the Company reported new high-grade gold and antimony discoveries and a new gold-tungsten zone at the Stibnite Mining District and provided an update on its 2026 exploration program in Valley County, Idaho. The Company’s 2026 drilling program contemplates a minimum of 10,000-meters of core drilling utilizing four drill rigs and may be expanded if warranted based on the results. Approximately 5,800 meters of the 2026 core drilling program have been completed to date and are being prepared for assay. The drill plan includes testing targets in the Yellow Pine and Hangar Flats deposits along strike and at depth to support potential pit extensions, upgrading inferred resources to measured and indicated categories within existing approved footprints, and testing high-grade targets near existing pits and planned milling infrastructure. Any future development outside the scope of the currently approved mine plan would require additional environmental review and permitting. Recent drilling between the permitted Yellow Pine and West End pits has identified multiple new high-grade gold intervals and a new gold-tungsten discovery, supporting tungsten, alongside historic exploration results and past tungsten production in the Stibnite Mining District, as an additional exploration focus and potential second critical mineral alongside antimony at the Stibnite site.

During the first half of 2026, the Company identified U.S. government-sponsored initiatives focused on tungsten and submitted grant funding proposals to support tungsten drilling, sampling, metallurgical analysis, and resource evaluation. There can be no assurance the Company will obtain such funding or identify recoverable quantities of tungsten will be identified. Any tungsten development would require separate environmental review and permitting outside the scope of the currently permitted Project.

Following the Company’s notice on March 16, 2026 relating to expiration of the above-referenced stipulation period, 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 the previously agreed stipulations. 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 commence 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 on the appeal are required to be filed by all parties by an outside date of August 20, 2026. While the appeal proceedings progressed, on June 24, 2026, the District Court 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.

As part of the proceedings on the plaintiffs’ preliminary injunction motion in the Federal Environmental Case, the Company advised the plaintiffs and the U.S. District Court hearing the motion that additional critical path construction activities beyond the stipulated early works activities would commence in phases as of May 30, 2026. After the District Court denied the plaintiffs’ motion for preliminary injunction on May 29, 2026 the Company initiated the critical path construction activities in accordance with its submittals to the Court, and is continuing those activities along with the early works activities identified in the stipulations as described above.

Net loss for the six months ended June 30, 2026 was $146.2 million compared with a net loss of $14.2 million for the six months ended June 30, 2025. This $132.0 million increase compared to the prior year period was primarily attributable to a $133.0 million increase in exploration and pre-development expense and a $8.9 million decrease in grant income, partially offset by a $13.4 million increase in interest income.

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 Initiative (“MMIA”) to support the development of the Company’s Stibnite Gold Project. U.S. EXIM’s approval came after extensive technical, financial, environmental and social due diligence and a 25-day notice period to Congress. The U.S. EXIM Loan will be available upon completion of definitive documentation and satisfaction of customary conditions precedent, which is expected to occur in the second half of 2026. The U.S. EXIM Loan is to be structured as a 13-year senior secured credit facility of $2.9 billion, consisting of an upfront facility of $2.4 billion with the remainder to cover capitalized interest during construction and U.S. EXIM’s exposure fee. Interest on the U.S. EXIM Loan is to be set at the applicable long-dated U.S. Treasury bond rate plus 100 basis points and will be fixed at the time of the first drawdown. Scheduled repayments are anticipated to commence in 2030. There can be no assurance the terms or amount of such loan will be the same as those approved by the board of U.S. EXIM or that the proposed financing plan will be sufficient for us to construct the Project. Perpetua continues to work with U.S. EXIM to advance through completion of U.S. EXIM’s due diligence and documentation processes. The final amount and timing of such funding from U.S. EXIM, if any, is uncertain and subject to conditions outside the Company’s control.

The Company recently applied for additional grant funding to undertake drilling, sampling, metallurgical analysis, and resource evaluation with respect to tungsten at the Project. There is no assurance that the application will be successful and, if successful, whether any funding awarded will be sufficient to conduct the proposed exploration and evaluation activities or that such exploration and evaluation will produce positive results. Any tungsten development project would require separate environmental review and permitting from the currently approved mine plan for the Project.

Put Option Contracts

On July 2, 2026 and August 5, 2026, the Company purchased various put option contracts from major national banks chartered under U.S. federal law and paid total premiums of $28.9 million for the right, but not an obligation, to sell a total of up to 158,016 ounces of gold during 2031 at an established put strike price of $3,000 per ounce. The put contracts were purchased to mitigate the Company’s exposure to fluctuations in metal prices.