PERPETUA RESOURCES CORP. (PPTA) Risk Factors

Item 1A. Risk Factors.

Investing in our common shares involves a high degree of risk. An investment in our securities is speculative and involves a high degree of risk due to the nature of our business and the present stage of development of our mineral properties. You should carefully consider the risks described below, as well as the other information in this Annual Report, including our consolidated financial statements and the related notes and Part II, Item 7. entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in any documents incorporated in this Annual Report by reference, before deciding whether to invest in our common shares. The occurrence of any of the events or developments described below could harm our business, financial condition, results of operations, and growth prospects and could cause them to differ materially from the estimates described in forward-looking statements in this Annual Report. In such an event, the market price of our common shares could decline, and you may lose all or part of your investment. Although we have discussed risks we have identified as material risks, the risks described below are not the only ones that we may face. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations. Certain statements below are forward-looking statements. See also “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report.

Risk Factor Summary

The following is a summary of important risk factors that are specific to our business, industry and our incorporation under the laws of British Columbia:

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Risk Factor Discussion

Risks Related to Our Business

We do not currently have sufficient funds or committed financing necessary to fund the estimated capital cost of the Project, 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. 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.

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.

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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 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, the Company’s application may not be reviewed or 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. Even if approved, the terms of any U.S. EXIM funding may not be on acceptable terms 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.

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,

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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.

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future commercial production.

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:

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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

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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.

We require various permits to complete construction and commence operation of the Project and continue any future operations, and delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on us.

We have received all permits needed to advance the Project into the initial construction phase, and in October 2025 we received confirmation from the USFS, IDL and USACE that we satisfied the remaining conditions under such permits to commence such initial construction. However, our current and anticipated future operations, including further development and construction activities and commencement of operations on the Project, require additional authorizations from various federal, state and local governmental authorities in the United States that we will need to obtain in the future. For example, in addition to providing construction phase financial assurance in favor of federal and state agencies to satisfy the requirements of applicable federal and state law and the requirements of various governmental approvals, it is expected that additional financial assurance in favor of federal and state agencies in respect of Project operations after construction is completed will be required by the relevant agencies when the Company moves from the construction phase to the operations phase of the Project. Further, certain additional permits, beyond those necessary to initiate construction, will be required from federal and state agencies as part of the Company’s full construction plan. There can be no assurance that such regulatory authorizations will be obtainable on reasonable terms, when expected or at all. Furthermore, permitting requirements can be costly to comply with and involve extended timelines. Permitting delays, failure to obtain such permits, or a failure to comply with the terms of any United States federal, state or local permits that we have obtained or successful legal challenges to the issuance of permits we have obtained, could have a material adverse impact on us.

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.

The duration and success of efforts to obtain, maintain and renew permits are contingent upon many variables not within our control. Shortage of qualified and experienced personnel in the various levels of government could result in delays or inefficiencies. Backlog within the permitting agencies could affect the permitting timeline of the various projects. Other factors that could affect the permitting timeline include (i) the number of other large-scale projects currently in a more advanced stage of development which could slow down the review process, (ii) significant public response regarding the Project or any future projects the Company undertakes, and (iii) the initiation and disposition of legal proceedings challenging the Project or any regulatory approvals required for it. Additionally, to the extent that we are granted necessary permits, we may be subject to a number of Project requirements or conditions, including, but not limited, to the installation or undertaking of programs to protect air and water quality and to safeguard protected species and their habitat, sites, or otherwise limit the impacts of our operations. Various permits will require the Company to provide bonding or other financial assurance to federal and state agencies to assure the Company complies with Project requirements, including requirements relating to reclamation of disturbances or impacts to the environment caused by the Project. Previously obtained permits may be suspended or revoked for a variety of reasons. While we strive to obtain and comply with all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition, such as increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the potential for litigation or regulatory action, and damage to our reputation.

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

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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.

We have no history of commercially producing precious metals from our mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals.

We have only recently commenced construction of the Project, and we have no ongoing mining operations or revenue from mining operations. Mineral development and mine construction have a high degree of risk and few properties that are explored are ultimately developed into producing mines. The successful development of the Project will require obtaining committed financing, the completion of a multi-year construction process and operation of mining areas, processing facilities and related infrastructure, as well as ongoing compliance with and maintenance of federal, local and state permits and financial assurance requirements. As a result, we are subject to all of the risks associated with establishing new mining operations and business enterprises, including, among others:

The costs, timing and complexities of mine construction and development are increased by the remote location of the Project, with additional challenges related thereto, including access, water and power supply and other support infrastructure. The lack of availability of such infrastructure on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay further development of the Project. Cost estimates have in the past and may in the future increase significantly as more detailed

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engineering work and studies are completed and as construction activities progress. We do not have an operating history upon which we can base estimates of future operating costs; thus, actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and there are no assurances that any current or future development activities will result in profitable mining operations. New mining operations commonly experience unexpected costs, problems and delays during development, construction and mine start-up. In addition, delays in the commencement of mineral production often occur. Furthermore, a significant drop in commodity prices over a sustained period of time could render the Project not economically viable or limit our ability to maintain operations. Accordingly, there are no assurances that our activities will result in profitable mining operations, that we will successfully establish mining operations, or that we will profitably produce precious metals at the Project.

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 exploration efforts may be unsuccessful.

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

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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.

Perpetua Resources’ Mineral Resource and Mineral Reserve estimates may not be indicative of the actual gold, antimony or other minerals that can be mined.

Assay results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold, antimony or other metals in the entire deposit. Mineral Resource and Mineral Reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit. In the context of mineral exploration and future development, there is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There may also be unknown geologic details that have not been identified or correctly appreciated at the current level of delineation in these types of investigations. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations. The calculations of amounts of mineralized material within Mineral Resources and Mineral Reserves are estimates only. Actual recoveries of gold, antimony and other potential by-products from Mineral Resources and Mineral Reserves may be lower than those indicated by test work. Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of gold, antimony and other potential by-products, may affect the economic viability of a mineral property. In addition, there can be no assurance that the recoveries of gold, antimony and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production. Notwithstanding the results of any metallurgical testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

Mining and metallurgy are an inexact science and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable. Until a deposit is actually mined and processed, the quantity of Mineral Reserves, Mineral Resources and grades must be considered as estimates only. In addition, the determination and valuation of Mineral Reserves and Mineral Resources is based on, among other things, assumed metal prices. Market fluctuations and metal prices may render the development or extraction of Mineral Resources and Mineral Reserves uneconomic. Any material change in quantity of Mineral Reserves, Mineral Resources, grade, tonnage, percent extraction of those mineral reserves recoverable by underground mining techniques or stripping ratio for those Mineral Reserves recoverable by open pit mining techniques may affect the economic viability of a mining project, including the Project and any future operations in which the Corporation has a direct or indirect interest. Any or all of these factors may lead to Mineral Resource and/or Mineral Reserve estimates being overstated, the mineable gold that can be received from the Project being less than the Mineral Resource and Mineral Reserve estimates, and the Project not being a viable project.

If the Corporation’s Mineral Resource and Mineral Reserve estimates for the Project are not indicative of actual grades of gold, antimony and other potential by-products, Perpetua Resources will have to continue to explore for a viable deposit or cease operations.

Perpetua Resources faces numerous uncertainties in estimating economically recoverable Mineral Reserves and Mineral Resources, and inaccuracies in estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.

Information concerning our mining properties in “Item 2. Properties” below has been prepared in accordance with the requirements of S-K 1300. A mineral is economically recoverable when the price at which it can be sold exceeds the costs and expenses of mining, processing and selling the mineral. Mineral Reserve and Mineral Resource estimates of the gold, silver and antimony in our mining properties are based on many factors, including engineering, economic and geological data assembled and analyzed by internal staff and third parties, which includes various engineers and geologists, the area and volume covered by mining rights, assumptions regarding extraction rates and duration of mining operations, and the quality of in-place Mineral Reserves and Mineral Resources. The

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Mineral Reserve and Mineral Resource estimates as to both quantity and quality are updated from time to time to reflect, among other matters, new data received.

There are numerous uncertainties inherent in estimating quantities and qualities of minerals and costs to mine recoverable Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control. Estimates of Mineral Reserves and Mineral Resources necessarily depend upon a number of variable factors and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results. These factors and assumptions include, among others:

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As a result, actual tonnage recovered from identified mining properties and estimated revenues, expenditures and cash flows with respect to Mineral Reserves and Mineral Resources may vary materially from estimates. Thus, these estimates may not accurately reflect the Corporation’s actual Mineral Reserves and Mineral Resources. Any material inaccuracy in estimates related to the Corporation’s Mineral Reserves or Mineral Resources could result in lower than expected revenues, higher than expected costs or decreased profitability and changes in future cash flow, which could materially and adversely affect the Corporation’s business, results of operations, financial position and cash flows. Additionally, reserve and resource estimates may be adversely affected in the future by interpretations of, or changes to, the SEC’s property disclosure requirements for mining companies.

Perpetua Resources’ title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

The validity of mining rights may, in certain cases, be uncertain and subject to being contested. The Company’s mining rights, claims and other land titles, particularly title to undeveloped properties, may be defective and open to being challenged by governmental authorities, local communities and other third parties.

Perpetua Resources’ properties consist of various mining concessions in the United States that provide both mineral and surface rights. Under U.S. law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of the Company’s ownership of such concessions. For example, Hecla Mining Company (“Hecla”) retains surface rights on portions of six of the patented mill sites within the boundaries of the Project site but holds no mineral rights and IGRCLLC has a right to use the surface for various purposes and holds a right of first refusal should those surface rights be offered for sale. The Company is exploring alternatives with respect to this property, which may include acquiring such property from Hecla. A claim by a third party asserting prior unregistered agreements or transfers on any of Perpetua Resources’ mineral properties, especially where commercially viable Mineral Reserves have been located, could adversely result in Perpetua Resources losing commercially viable Mineral Reserves. Even if a claim is unsuccessful, it may potentially affect Perpetua Resources’ current activities due to the high costs of defending against such claims and its impact on senior management’s time. If the Company loses a commercially viable Mineral Reserve, such a loss could lower Perpetua Resources’ revenues or cause it to cease operations if this Mineral Reserve represented all or a significant portion of Perpetua Resources’ operations at the time of the loss.

Certain of Perpetua Resources’ properties may be subject to the rights or the asserted rights of various community stakeholders, including federally-recognized Indian tribes. The presence of community stakeholders may also impact the Company’s ability to explore, develop or, in potentially the future, operate its mining properties. In certain circumstances, consultation with such stakeholders may be required and the outcome may affect the Company’s ability to explore, develop or operate its mining properties.

Certain of the Company’s mineral rights consist of unpatented mining claims. Unpatented mining claims present unique title risks due to the potential requirements for validity under Unites States law and the opportunities for third-party challenge. In the lawsuit

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filed on February 18, 2025 in the U.S. District Court for the District of Idaho challenging the validity of the USFS FEIS and ROD for the Project, the plaintiffs have alleged that certain of the unpatented mining claims held by Perpetua Resources are not valid under U.S. law for certain proposed uses approved in the ROD. Claims of a similar nature challenging the validity of under U.S. law for certain proposed uses approved in the ROD were made in the lawsuit filed by the Nez Perce Tribe in August 2025 in the U.S. District Court for the District of Idaho. While the Company believes that USFS has properly determined that Perpetua Resources’ unpatented mining claims included within the proposed Project are valid and properly authorize the proposed Project uses under U.S. law, there can be no assurance the Company will successfully defend against these challenges. See “Item 3. Legal Proceedings” for additional information.

Perpetua Resources has a history of net losses and expects losses to continue for the foreseeable future.

We have a history of net losses and we expect to incur net losses for the foreseeable future. The Project has only recently commenced construction and has not advanced to the commercial production stage and we have no history of earnings or cash flow from operations. We expect to continue to incur net losses unless and until such time as the Project commences commercial production and generates sufficient revenues to fund continuing operations. The development of our mineral properties to achieve production will require the commitment of substantial financial resources to construct the Project and satisfy other requirements of applicable governmental regulators, financing counterparties and other stakeholders. The amount and timing of expenditures will depend on a number of factors, including the timing and terms of any financing arrangements we enter into for the construction of the Project, the process of obtaining required government permits and approvals, and responding to opposition to the Project, including potential litigation Certain of these factors, and others, are outside of our control. There is no assurance that we will be profitable in the future.

We have a limited property portfolio.

At present, our only material mineral properties are interests that we hold through our subsidiary in the Project. Unless we acquire or develop additional mineral properties, we will be solely dependent upon these properties. If no additional mineral properties are acquired by us, any adverse development affecting our operations and further development of the mineral properties within the Project may have a material adverse effect on our financial condition and results of operations.

Perpetua Resources faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Perpetua Resources may not be able to effectively compete.

The mineral resource industry is intensively competitive in all of its phases, and Perpetua Resources competes with many companies possessing much greater financial and technical resources for the development and construction of mineral properties, including access to construction materials and recruitment and retention of qualified employees, contractors and other personnel. The remote location of the Stibnite Gold Project, roughly 100-150 miles northeast of Boise, Idaho, presents additional logistical challenges. The Project is estimated to require approximately 1,000 workers at peak construction and about 400 workers for mine operations, necessitating the recruitment and retention of a large workforce for both construction and ongoing operations in a rural area with limited local labor availability. We expect to compete for these skilled workers not only with other resource projects in the region but also with other mines being developed nationally, and our ability to attract, mobilize, and retain the necessary personnel could be significantly constrained by competition, wage pressures and the availability of suitable accommodations and support services. In addition to labor and materials, competition is particularly intense with respect to the acquisition of critical minerals such as antimony. While the Corporation’s competitive strength is due, in part, to having the only antimony reserves in the United States, there is currently significant focus on domestic antimony supply among potential producers, processors and the U.S. government. This includes recent government financing and policy support announced for other potential sources of antimony, which may alter the strategic importance of our Project and impact our ability to access funding or government support. Should additional accessible sources of antimony become available or demand be reduced, our competitive position, as well as our ability to attract capital and government support, may be adversely affected.

Increased industry competition could also adversely affect the Corporation’s ability to attract necessary capital funding, secure construction materials and maintain its construction or production schedule. Any inability to timely recruit and retain qualified personnel, or to secure needed materials and capital, could delay or impede the advancement of the Stibnite Gold Project, which could have a material adverse effect on our business, results of operations, financial condition and share price.

We are subject to extensive environmental laws and regulations, where compliance failure may impact our operations.

Our exploration, development and construction activities are, and our mining operations will be, subject to extensive environmental, health and safety laws and regulations in the jurisdictions in which we operate and include those relating to the discharge and remediation of materials in the environment, waste management and natural resource protection and preservation. Numerous governmental authorities, such as the U.S. EPA and analogous state agencies, have the authority to enforce compliance with these laws and regulations and the permits issued thereunder, oftentimes requiring difficult and costly response actions. Certain environmental

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laws, such as CERCLA, can impose strict, joint and several liability for costs required to remediate and restore sites where hazardous substances have been stored or released, including sites subject to legacy contamination. We may be required to remediate contaminated properties currently owned and operated by us regardless of whether such contamination resulted from our actions or from the conduct of others. Additionally, claims for damages to persons or property, including damages to natural resources, may result from the environmental, health and safety impacts of our operations.

We may incur substantial costs to maintain compliance with environmental, health and safety laws and regulations and such costs could increase if existing laws and regulations are revised or reinterpreted or if new laws or regulations applicable to our operations are enacted. Failure to comply with these environmental, health, and safety laws and regulations may result in the imposition of restrictions on our operations, administrative civil or criminal liabilities, injunctions, third-party property damage or personal injury claims, investigatory cleanup or other remedial obligations, or other adverse effects on our business, financial condition, or operations. Current and future legislative, regulatory and judicial action could result in changes to operating permits, material changes in operations and increased capital and operating expenditures, among others.

Our operations are also subject to extensive laws and regulations governing worker health and safety and require us to ensure our employees receive adequate training and guidance to follow applicable environmental, health, and safety policies, procedures, and programs. Failure to comply with applicable legal requirements may cause us to incur significant legal liability, penalties, or fines, result in reputational damage and negatively impact our employee retention. Our mines will be inspected on a regular basis by government regulators who may issue orders and citations if they believe a violation of applicable mining health and safety laws has occurred. In such cases, we may be subject to fines, penalties or sanctions, and our operations may be temporarily shut down. Additionally, future changes in applicable laws and regulations, including more rigorous enforcement, could have an adverse impact on operations and result in increased material expenditures to achieve compliance.

Changes to United States federal mining law could impose royalties or other fees on hardrock mineral production on federal public lands, which could materially affect the economics of the Stibnite Gold Project.

The General Mining Law of 1872 currently governs the disposition of hardrock minerals on federal public lands and does not require mining companies to pay royalties to the federal government on minerals extracted from those lands. A significant portion of our mineral properties consist of unpatented mining claims located on federal public lands, and our project economics do not currently reflect any federal production royalty obligation.

Congress has on multiple occasions considered legislation that would fundamentally reform the Mining Law of 1872, including by imposing production royalties on hardrock minerals extracted from federal lands. Proposals introduced in multiple Congresses, including legislation that passed the full House of Representatives in 2007 and royalty provisions that were included in reconciliation legislation passed by the House in 2021 before being removed in the Senate, have proposed royalty rates ranging from 4% to 12.5% of gross or net revenues. In September 2023, a Biden administration interagency working group formally recommended that Congress enact a royalty of 4% to 8% of net revenues on hardrock mineral production from federal lands, along with a transition to a leasing system analogous to that applicable to oil, gas and coal production. Companion legislation incorporating these recommendations was introduced in the 118th Congress but was not enacted.

While the current administration has not advanced royalty reform legislation and has instead focused on expanding domestic mineral production, the structural argument for reform, that hardrock mining is uniquely exempt from royalties paid by all other extractive industries on federal lands, has persisted across multiple administrations and Congresses and may be revisited in the future. If legislation imposing a federal production royalty on hardrock minerals were enacted, it could substantially increase the cost of our operations, reduce the economic returns of the Stibnite Gold Project, and adversely affect our ability to attract financing or satisfy the economic assumptions underlying our project feasibility analysis. The imposition of royalties or other fees could have a material adverse effect on our business, results of operations, financial condition and the price of our common shares.

Our operations, including permits, currently are and in the future may be subject to legal challenges, which could result in adverse impacts to our business and financial condition.

Our mining, exploration and development operations, including Project construction and operations and the regulatory authorizations required for such activities, may be subject to legal challenges at the international, federal, state and local level by various parties. Such legal challenges may allege non-compliance with laws and regulations by regulatory agencies or the Company and may seek to invalidate permits or regulatory actions regarding the Project or future projects undertaken by the Company. For example, on February 18, 2025 following the USFS’ publication of its ROD and FEIS authorizing the Project, subject to conditions such as approval of the mine plan of operations and other plans and posting of required financial assurance, claims were filed in the U.S. District Court for the District of Idaho against the USFS and other federal agencies by a number of claimants. The claims allege, among other things,

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violations of NEPA and other federal laws in the regulatory process and seek to vacate key governmental permits and enjoin any further implementation of the Project. On August 29, 2025, the Nez Perce Tribe filed similar claims against the USFS and other federal agencies in the U.S. District Court for the District of Idaho challenging the USFS ROD and other federal authorizations relating to the Project. The Court has granted PRII’s motion to intervene in both lawsuits which remain pending. Other legal challenges have been instituted, including a lawsuit in Idaho state 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 regulatory agencies, there can be no assurance that the USFS, ROD, FEIS and other Project approvals will be upheld upon administrative or judicial review or that such proceedings will be resolved in a timely manner. Also, timing with respect to the decisions in these legal challenges is uncertain.

Additionally, our Project is located in a mining district with significant impacts from legacy mining operations of other mine operators prior to our acquisition of legal interests in certain properties. Pursuant to CERCLA and other statutes, there is a risk that we may be subject to liability and remediation responsibilities with respect to these sites under applicable law, consent decrees or similar agreements. The Company is currently party to an ASAOC with the U.S. Environmental Protection Agency and U.S. Department of Agriculture issued pursuant to CERCLA. In the ASAOC, the Company agreed voluntarily to undertake specified response actions under an approved scope of work with respect to certain impacts from legacy mining operations. The response actions performed to date by the Company do not address all legacy conditions at the Project site, and it is uncertain whether the Company and the federal agencies will agree on additional scopes of work and if not, what, if any, regulatory or legal actions may be taken by the federal agencies. Also, the Company is subject to certain restrictions on the use of the Project mine site under the ASAOC and certain other consent decrees and agreements previously entered into by third parties and governmental authorities related to legacy mining impacts at the Project site.

Lawsuits and legal challenges to governmental permits and Project approvals, such as those described above and elsewhere in this Annual Report, as well as legal proceedings or administrative challenges that may be brought in the future, may result in adverse impacts to our planned operations such as increased defense costs (to the extent we are a party to such challenges), the performance of additional mitigation and remedial activities, loss or modification permits for the Project, significant delays to our Project or increases to the construction or operating costs of the Project. We may also be subject to national or more localized opposition, including efforts by environmental groups, which could attract negative publicity or have an adverse impact on our reputation.

Additionally, due to the nature of our business and our status as a publicly traded company, we may be subject to regulatory investigations, claims, lawsuits and other proceedings, including proceedings related to claims brought pursuant to federal securities laws, in the ordinary course of our business. The results of these or other legal proceedings that may arise cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business.

Our operations are subject to climate change risks.

Climate change may result in various and presently unknown physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our business. Such physical risks may result in damage to our facilities causing our operations to temporarily slow down or come to a stop. Moreover, the physical risks associated with climate change could have financial implications for our business, such as increased capital or operating costs, and additional expenditures to maintain or increase the resiliency of our facilities and implement contingency measures.

Increasing attention to sustainability matters and conservation measures may adversely impact our business.

Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts, investor, regulatory and societal expectations regarding voluntary and mandatory sustainability-related disclosures may result in increased costs, reduced profits, increased investigations and litigation, negative impacts on our stock price and reduced access to capital.

Moreover, while we may create and publish voluntary or mandatory disclosures regarding sustainability matters from time to time, certain statements in those disclosures may be based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Mandatory sustainability-related disclosure is also emerging as an area where we may be, or may become, subject to required disclosures in certain jurisdictions, and any such mandatory disclosures may similarly necessitate the use of hypothetical, projected or estimated data, some of which is not controlled by us and is inherently subject to imprecision. Disclosures reliant upon such expectations and

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assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many sustainability matters. Additionally, while we may announce various sustainability targets in the future, due to our status as a development stage company, such targets are aspirational. Also, we may not be able to meet such targets in the manner or on such a timeline as initially contemplated and we cannot guarantee that such targets will improve our sustainability profile, including, but not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results. Further, despite any voluntary actions, we may receive pressure from certain investors, lenders, employees or other groups to adopt more aggressive sustainability -related targets or policies, but we cannot guarantee that we will be able to implement such targets because of potential costs or technical or operational obstacles. Furthermore, we could be criticized by stakeholders that oppose sustainability policies (which have been labeled by some as anti-ESG movements) for the scope of our sustainability goals or policies, our strategic choices regarding such matters as they may impact our operations now or in the future, or for any revisions to the same, as well as initiatives we may pursue or any public statements we may make. We could be subjected to negative responses by governmental actors (such as anti-ESG legislation or retaliatory legislative or administrative treatment) or consumers (such as boycotts or negative publicity campaigns), which could adversely affect our reputation, business, financial performance, market access and growth.

Some capital markets participants are increasingly using certain components of sustainability as a factor in their assessments, which could impact our cost of capital or access to financing. There has also been an acceleration in investor demand for sustainability investing opportunities, and many institutional investors have committed to increasing the percentage of their portfolios that are allocated towards sustainability-focused investments. As a result, there has been a proliferation of sustainability-focused investment funds and market participants seeking sustainability-oriented investment products. There has also been an increase in third-party providers of company sustainability ratings and rankings, and an increase in sustainability-focused voting policies among proxy advisory firms, portfolio managers and institutional investors. For example, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to sustainability matters. Currently, there are no universal standards for such ratings, rankings and voting policies, they often differ based on the provider and the data they prioritize and they are continually changing. However, such ratings, rankings and voting policies may be used by some investors to inform their investment and voting decisions. Additionally, certain investors may use these ratings or rankings to benchmark companies against their peers, and if a company is perceived as lagging, these investors may engage with companies to require improved ESG disclosure or performance. Moreover, certain members of the broader investment community may consider a company’s sustainability score rating or ranking as a reputational or other factor in making an investment decision. Consequently, unfavorable sustainability ratings could lead to increased negative investor sentiment toward us and could impact our stock price and access to and costs of capital. Additionally, to the extent sustainability approaches negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely impact our business. Furthermore, there has recently been backlash from certain governments and investors against ESG funds and investment practices that has resulted in increased scrutiny and withdrawals from such funds. Such backlash has also resulted in “anti-ESG” focused activism and investment funds, which may result in additional strains on our resources. If we are unable to meet the often conflicting ESG standards or investment, lending, ratings, or voting criteria and policies set by these parties, we may lose investors, investors may allocate a portion of their capital away from us, we may face increased ESG- or anti-ESG-focused activism, our cost of capital may increase, and our reputation may also be negatively affected.

Our reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to meet our sustainability plans or targets or stakeholder perceptions of statements made by us, our employees and executives, agents, or other third parties or public pressure from investors or policy groups to change our policies. Furthermore, public statements with respect to sustainability matters—for example, emission reduction goals, other environmental targets, or other commitments addressing certain social issues—are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading information or false claims overstating potential sustainability benefits. We may face increased litigation risk from private parties and governmental authorities related to our sustainability efforts, including the perception that we are doing too much or too little on sustainability issues. Additionally, certain activist groups have targeted others in our industries with claims of greenwashing related to sustainability efforts, and it is possible that such claims could be made against us or others in our industry, which could lead to negative sentiment and the diversion of investment. To the extent that we are unable to respond timely and appropriately to any negative publicity, our reputation could be harmed. Damage to our overall reputation could have a negative impact on our financial results and require additional resources to rebuild our reputation.

We depend on key personnel for critical management decisions and to manage our business effectively.

We are dependent on the services of a relatively small number of key personnel, including our Chief Executive Officer, Chief Financial Officer and other highly skilled and experienced executives and personnel focused on managing our interests and the advancement of the Stibnite Gold Project, in addition to the identification of new opportunities for growth and funding. The loss of any of these key personnel, through incapacity, resignation or otherwise, and the process of onboarding and integration of replacement

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personnel could divert management’s attention, disrupt or otherwise compromise the pace and success of our construction and development activities or otherwise have an adverse effect on our operations.

Additionally, to successfully develop and construct the Project, we will need to significantly expand our team of employees and operational and support staff and hire additional contractors, and it may be difficult to attract or retain individuals with the appropriate background and expertise in a timely manner and without incurring significant additional costs. The expansion of our team may also have the effect of diverting management’s attention. If we are not able to hire, retain and integrate these new team members or if they do not perform adequately, our business may be harmed.

We lack a full internal staff of technical specialists and depend on outside consultants to deliver critical technical, engineering and permitting support.

We depend heavily on third-party consultants and contractors, including Hatch as our EPCM contractor for the Stibnite Gold Project, to perform key functions such as engineering, construction, mine planning and permitting. Hatch will hire and manage most of the workforce on site during construction, making our progress highly dependent on their performance and ability to secure qualified labor. If Hatch or other contractors fail to deliver, cannot attract skilled workers, or do not meet contractual or regulatory requirements, we could face project delays, cost overruns, or disruptions to our development timeline. The mining industry’s competition for talent and resources only heightens these risks. Contractor disputes may be costly and limit our recourse for damages. Any failure by third-party providers could put us at a disadvantage compared to peers with greater in-house expertise, and could materially harm our ability to advance the Stibnite Gold Project, impacting our business, results of operations and financial condition.

Our business could be adversely affected by the performance of counterparties and other outside contractors.

In addition to our reliance on Hatch as EPCM, we depend on a range of third-party contractors and service providers for critical aspects of our operations, including drilling, blasting, transportation, logistics, maintenance, sample analysis, site maintenance and construction activities. Our ability to advance and operate the Stibnite Gold Project relies on these counterparties performing their obligations effectively, safely and in a timely manner. If any of our contractors or service providers fail to meet contractual or regulatory requirements, deliver substandard or delayed work, or are unable to attract and retain skilled personnel, we could experience project delays, cost overruns, or operational disruptions. The competitive environment for qualified contractors and workforce in the mining sector heightens these risks and may limit our alternatives if a contractor fails to perform or if a contractual relationship is terminated. Disputes or interruptions related to contractors, whether due to insolvency, contractual breaches, or unforeseen events, can be costly and may limit our ability to recover damages or find timely replacements. We have less direct control over the activities managed by third parties, and any failure on their part could expose us to regulatory, operational, or cybersecurity risks. Any deficiencies or disruptions caused by third-party contractors could put us at a disadvantage compared to companies with greater in-house resources, and could materially impact our ability to advance the Stibnite Gold Project, affecting our business, results of operations and financial condition.

Certain Perpetua Resources directors also serve as officers, directors or major shareholders of other mining companies, which may give rise to conflicts.

Certain Perpetua Resources directors and officers are also directors, officers or major shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Directors and officers of the Corporation with conflicts of interest are subject to and are required to follow the procedures set out in applicable corporate and securities legislation, regulations, rules and the Corporation’s policies.

Perpetua Resources’ business involves risks for which Perpetua Resources may not be adequately insured, if it is insured at all.

In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. Perpetua Resources does not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Perpetua Resources.

Additionally, the Corporation is not insured against all environmental risks. Insurance against all environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products by third parties occurring as part of historic exploration and production) has not been generally available to companies within the industry. The Corporation periodically evaluates the cost and coverage of the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance. Without such insurance, or with limited amounts of such insurance, and should the Corporation become subject

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to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Corporation has to pay such liabilities and could result in bankruptcy. Should the Corporation be unable to fully fund the remedial cost of an environmental problem, it might be required to enter into costly interim compliance measures pending completion of the required remedy.

A shortage of supplies and equipment, or the inability to obtain such supplies and equipment when needed and at expected prices, could adversely affect Perpetua Resources’ ability to operate its business.

Perpetua Resources’ operations require the timely sourcing of critical supplies, equipment and parts, some of which originate or are processed outside the United States. Our ability to obtain these materials when needed and at expected costs may be affected by tariffs, export controls, customs requirements, trade restrictions and other governmental actions. These may be imposed through international agreements, bilateral actions, or unilateral measures, such as tariffs implemented by the U.S. government or retaliatory actions by other countries.

Changes in U.S. or foreign government policy regarding international trade, including the imposition or increase of tariffs, new export controls, sanctions, import or export licensing requirements, or changes to trade agreements, could lead to increased costs, supply shortages, or delays in obtaining materials and equipment necessary for the development and operation of the Stibnite Gold Project. For example, restrictions on the export of specific minerals or components, such as those recently imposed by China on certain rare earth elements, could disrupt our supply chain and increase costs, even if we are not directly sourcing from those countries.

Some competitors may be better positioned to absorb or respond to these changes, which could adversely affect our competitive position. Although we seek to diversify our supply chain and build flexibility into our sourcing arrangements, such efforts may be time-consuming, costly, or impractical for certain critical items. Shifts in trade policy or new trade barriers could materially and adversely impact our costs, project timeline, results of operations and financial condition.

In addition, our operations are affected by international trade agreements and related regulations. While such agreements can provide sourcing flexibility and reduce costs, they may also impose additional requirements, quotas, or facilitate increased competition. We cannot predict the extent to which future changes to trade agreements, tariffs, quotas, or other trade restrictions may impact our ability to develop and operate the Stibnite Gold Project. Any prolonged supply chain disruption or significant increase in costs due to trade policy changes could have a material adverse effect on our business, financial condition and results of operations.

The Project is subject to risks related to the construction of the power transmission line and power contracts, which could result in delays or amendments to our cost estimates.

The development and operation of the Stibnite Gold Project depend on the successful and timely construction of a dedicated transmission line and related power infrastructure. The Company will not be directly constructing the transmission line and will be contracting with Idaho Power Company (“Idaho Power”) and an affiliate of Kiewit Corporation (“Kiewit”) for the construction of the power line and, after construction, to purchase power from Idaho Power for the Project. The construction contracts remain under negotiation. The Company has developed procurement packages with Idaho Power for long lead time process plant equipment. However, the construction phase of the transmission line is inherently subject to a variety of risks and uncertainties, including unanticipated increases in the cost of labor, materials, equipment, or services, inflationary pressures, regulatory hurdles, permitting, contractor performance, labor shortages, supply chain disruptions, unforeseen site conditions, and adverse weather. The Project may also encounter unexpected technical or engineering challenges specifically related to the transmission line, such as difficult geological or environmental conditions, including landslides, ground failures, or flooding, which can delay construction or require costly design changes. The Company’s reliance on Idaho Power, Kiewit, and their sub-contractors, suppliers, and service providers increases exposure to risks related to contractor performance, disputes over contract terms, or defaults, and there can be no assurance that all required contracts for the transmission line will be secured on acceptable terms or that counterparties will perform as expected.

In addition, the Company does not currently control all land and rights-of-way required for certain segments of the transmission line. Acquiring these properties, or necessary rights-of-way, may be subject to material delays, disputes, or an inability to secure necessary agreements with landowners, governmental authorities, or power providers. Any failure to obtain, maintain, or timely complete the necessary rights-of-way, permits, or construction activities for the transmission line could delay the Project, increase costs, or prevent operation altogether.

Furthermore, the Company has not yet entered into the power purchase agreement for the Project. The Company and Idaho Power will begin negotiating the power purchase agreement at a later date that has not yet been set and that agreement ultimately will be subject to the approval of the Idaho Public Utilities Commission As a result, the electricity costs included in the TRS are estimates and the final rates when agreed may differ from the Company’s current expectations for power costs, and such differences may be

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material. In addition, the Company may not yet be able to fully assess or secure the terms, costs, or long-term reliability of the electricity supply needed for the Project, and any disruption, limitation, or unexpected cost escalation in the transmission line construction or the cost of electricity could materially and adversely impact project completion, operations, and overall Project economics.

If the Company is unable to complete the transmission line construction on schedule or within budget, or if it cannot secure all necessary rights, permits, and services, the Project may be delayed, experience increased costs, or become economically unviable, which may materially and adversely affect the Company’s business, financial position, and results of operations. Any disruption or limitation in power supply resulting from delays or issues in completing the transmission line, including those caused by natural or environmental hazards, could materially and adversely impact the construction schedule, operations, and overall project economics. In addition, if the Company is unable to secure reliable backup power solutions or resolve power-related issues on acceptable terms, or at all, these challenges could have a material adverse effect on the Company’s business, financial position, and results of operations.

We may enter into joint ventures or other strategic arrangements, which could limit our ability to control project development and expose us to additional risks.

We may from time to time enter into joint ventures, partnerships or other strategic arrangements with third parties in connection with the exploration, development or operation of our projects. These arrangements may involve the sharing of ownership, management and operational control, which could result in us having to rely on our partners for technical expertise, access to financing, regulatory compliance or day-to-day operational decisions. For example, the Agnico Investor Rights Agreement contemplates the formation of a project advisory committee (the “Project Advisory Committee”) composed of representatives of both Agnico and the Company, to facilitate communication and provide recommendations and advice to Company management regarding technical, operating, exploration, sustainability and external relations matters. While the Project Advisory Committee’s role is advisory only and does not confer authority over operations, this arrangement could influence the Company’s strategic and technical decision-making processes and require the sharing of information with Agnico’s representatives. Our interests may not be aligned with those of our partners and disagreements or disputes could arise that may delay decision-making, result in litigation or arbitration or otherwise impair the development or operation of the Project.

In addition, our partners may fail to meet their obligations, experience financial or operational difficulties or take actions contrary to our interests, including failing to fund their share of project costs. If we are unable to enforce our rights under the relevant agreements, we may be required to contribute more capital or assume additional obligations to protect our investment.

Any loss of control over a material project, or a failure by a partner to perform its obligations, could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Industry

Resource exploration and development is a high risk, speculative business.

Resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Resource exploration and development also involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Few properties that are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities of ore will be discovered on any of the Company’s exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production, that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors, including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among a number of other factors, its size, grade, proximity to infrastructure, current metal prices and government regulations, including regulations relating to required permits, royalties, allowable production, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but any one of these factors, or the combination of any of these factors, may prevent Perpetua Resources from receiving an adequate return on invested capital with respect to its existing Mineral Reserves and Mineral Resources, or any future exploration activities. In addition, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Some ore reserves may become unprofitable to develop if there are unfavourable long-term market price fluctuations in gold or other metals, or if there are significant increases in operating or capital costs. Most of the above factors are beyond the Company’s control, and it is difficult to ensure that the exploration or development programs proposed by Perpetua Resources will result in a profitable commercial mining operation. Please also see, among other things, “— Perpetua Resources’ future exploration efforts may be unsuccessful” above.

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Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Perpetua Resources’ control and any one of which may have an adverse effect on its financial condition and operations.

The Project, and any future operations in which Perpetua Resources has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies and mining in general. Environmental hazards, unusual or unexpected geological operating conditions, such as rock bursts, structural cave-ins and landslides, fires, earthquakes and flooding, power outages, labor disruptions, industrial accidents such as explosions, unexpected mining dilution, metallurgical and other processing issues, metal losses and periodic interruptions due to inclement or hazardous weather conditions, and the inability to obtain suitable or adequate machinery, equipment or labor, are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines. If any of these events were to occur, they could cause injury or loss of life, environmental damage, operational delays, cost overruns or other monetary losses including, but not limited to, severe damage to or destruction of mineral properties, production facilities or other properties. As a result, Perpetua Resources could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, Perpetua Resources may have to make expensive repairs and could be subject to legal liability as an outcome of regulatory enforcement. The occurrence of any of these operating risks and hazards may have an adverse effect on Perpetua Resources’ financial condition and operations, and correspondingly on the value and price of Perpetua Resources’ common shares.

Perpetua Resources may not be able to obtain insurance to cover these risks at affordable premiums or at all. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of operations or other mining activities, is not generally available to Perpetua Resources or to other companies within the mining industry. Perpetua Resources may suffer a materially adverse effect on its business if it incurs losses related to any significant events that are not covered by its insurance policies. Please also see, among other things, “— Perpetua Resources’ business involves risks for which Perpetua Resources may not be adequately insured, if it is insured at all” above.

Rising metal prices encourage mining exploration, development and construction activity, which in the past has increased demand for and cost of contract mining services and equipment.

Increases in metal prices tend to encourage increases in mining exploration, development and construction activities. During past expansions, demand for and the cost of contract exploration, development and construction services and equipment have increased as well. Increased demand for and cost of services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development, or construction costs, result in project delays, or both. There can be no assurance that increased costs may not adversely affect the exploration or the development of our mineral properties in the future.

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

Many industries, including the precious metal mining industry, are impacted by global market conditions. Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, a prolonged recession, the implementation of certain tariffs, changes in interest rates and tax rates may adversely affect the Corporation’s growth and profitability potential. Specifically:

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Our business could be negatively impacted by inflationary pressures, which may increase our operating costs and decrease our access to capital required to operate our business.

Higher than usual inflation remains a concern, as do interest rates in the United States and other regions. A sustained increase in inflation may continue to increase our costs for labor, services and materials, which, in turn, could cause our operating costs and capital expenditures to increase materially and may have an adverse effect on our results of operations and financial condition.

In addition, continued volatility in financial markets, uncertainty around future monetary policy and any renewed increase in inflationary pressures may further heighten these risks. Although interest rates are declining, they are still relatively high compared to recent years. While the Federal Reserve reduced benchmark interest rates in late 2025, the continuation of rates at the current level could have the effects of raising the cost of capital and depressing economic growth, either of which, or the combination thereof, could delay or deter our development of the Project.

Risks Related to Our Common Shares

The requirements of being a public company in the United States and Canada and maintaining a dual listing on both Nasdaq and the TSX, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley and applicable securities laws of Canada, may strain our resources, increase our costs and require significant management time and resources.

As a public company in the United States, we need to comply with federal and state laws, regulations and requirements, certain corporate governance provisions of Sarbanes-Oxley, related regulations of the SEC and the requirements of Nasdaq, with which we are not otherwise required to comply as a public company in Canada listed on the Toronto Stock Exchange (the “TSX”). These additional requirements may strain our resources, increase our costs and require significant management time and resources. Specifically, we may incur additional accounting, legal, reporting and other expenses in order to maintain a dual listing on both Nasdaq and the TSX, including the costs of listing on two stock exchanges. Complying with these statutes, regulations and requirements, as well as any applicable securities laws of Canada, occupies a significant amount of time of our management and increases our costs and expenses, including an increased reliance on outside counsel and accountants. We also prepare and distribute periodic public reports in compliance with our obligations under the U.S. federal securities laws, in addition to applicable securities laws of Canada.

Shareholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new, or significant changes to existing regulations and disclosure obligations, which could then result in additional compliance costs and affect the manner in which we operate our business. Moreover, any new regulations or disclosure obligations may increase our legal and financial compliance costs and may make some activities more time-consuming and costly.

The loss of “emerging growth company” and “smaller reporting company” status will increase our regulatory burden, costs and management demands.

Since becoming a reporting issuer in the United States, we have qualified as both an “emerging growth company” and a “smaller reporting company” under U.S. securities laws, which has allowed us to take advantage of reduced public company reporting and governance requirements. Based on our market capitalization and public float as of June 30, 2025, we will lose our status as a smaller reporting company in the first quarter of 2026 and as an emerging growth company as of December 31, 2026.

Following the expiration of the applicable transition periods, we will be subject to more extensive public company obligations, including, among other things:

Compliance with these expanded requirements will increase our regulatory costs, strain our resources and place greater demands on management. We may not be able to comply with these requirements in a timely or cost-effective manner. If our independent

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registered public accounting firm identifies any material weaknesses in our internal controls, or if we are unable to maintain effective internal controls, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common shares could be adversely affected, and we could become subject to litigation or regulatory actions, all of which could have a material adverse effect on our business, financial condition and results of operations.

Provisions in the Company’s corporate charter documents and Canadian law could make an acquisition of the Company, which may be beneficial to its shareholders, more difficult and may prevent attempts by the shareholders to replace or remove the Company’s current management and/or limit the market price of the Common Shares.

We are governed by the BCBCA and other relevant laws. Provisions in Perpetua Resources’ articles, as well as certain provisions under the BCBCA and Competition Act (Canada) may discourage, delay or prevent a merger, acquisition or other change in control of Perpetua Resources that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their Common Shares. These provisions could also limit the price that investors might be willing to pay in the future for Perpetua Resources’ Common Shares, thereby depressing the market price of Perpetua Resources’ Common Shares.

The Competition Act (Canada) permits the Commissioner of Competition of Canada, (the “Commissioner”), to review any acquisition of a significant interest in Perpetua Resources. This legislation grants the Commissioner jurisdiction to challenge such an acquisition before the Canadian Competition Tribunal if the Commissioner believes that it would, or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada. The Investment Canada Act subjects an acquisition of control of a company by a non-Canadian to government review if the value of the Corporation’s assets, as calculated pursuant to the legislation, exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant minister is satisfied that the investment is likely to result in a net benefit to Canada. Any of the foregoing could prevent or delay a change of control and may deprive or limit strategic opportunities for our shareholders to sell their shares.

In addition, because the Board is responsible for appointing the members of the Corporation’s management team, these provisions may frustrate or prevent any attempts by Perpetua Resources’ shareholders to replace or remove current management by making it more difficult for shareholders to replace members of the Board. Among other things, these provisions include the following:

Because we are a corporation incorporated in British Columbia and some of our directors and officers may reside, now or in the future, in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers that reside outside of Canada.

The Corporation is a corporation existing under the BCBCA. Some of the directors and officers named in this Annual Report may reside, now or in the future, in Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be located outside the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon the Corporation or experts who are not residents of the United States or to enforce judgments of courts of the United States predicated upon the Corporation’s civil liability and the civil liability of its experts under the United States federal securities laws.

Similarly, some of our experts, directors and officers reside outside of Canada or, in the case of companies, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, or resides outside of Canada, even if the party has appointed an agent for service of process.

Perpetua Resources has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

Since incorporation, neither Perpetua Resources nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Corporation does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration programs.

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Perpetua Resources may need to raise additional capital through the sale of its securities or other interests, resulting in potential for additional dilution to the existing shareholders and, if such funding is not available, Perpetua Resources’ operations would be adversely affected.

Perpetua Resources has historically financed its activities primarily through the sale of Perpetua Resources’ securities, such as common shares, warrants and convertible notes. Perpetua Resources expects that it may need to continue its reliance on the sale of its securities for future financing, including to advance exploration and development of the Project, to fund general corporate costs or to finance additional costs due to delays or cost overruns during construction, resulting in dilution to existing shareholders. Additionally, Perpetua Resources may issue additional equity securities to finance its operations, exploration, development, construction, or other projects. Perpetua cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the common shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the common shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in earnings per share.

In addition, pursuant to our investor rights agreements with Paulson & Co. Inc. (“Paulson”), Agnico Eagle Mines Limited (“Agnico”) and JPMorgan Chase Funding Inc., an affiliate of JPMorgan Chase & Co. (“JPMorgan”), respectively, we may be required to issue additional shares pursuant to their rights under the respective agreements to participate in certain future financings in proportion to their respective shareholdings in Perpetua. The exercise of such participation rights in connection with any offering would result in additional dilution to existing shareholders.

Future sales of Perpetua Resources’ common shares into the public market may result in losses to Perpetua Resources’ shareholders.

Sales of substantial amounts of Perpetua Resources’ common shares into the public market by shareholders, Perpetua Resources’ officers or directors or pursuant to the exercise of warrants, or even the perception by the market that such sales may occur, may lower the market price of the Corporation’s common shares. We have also entered into a registration rights agreement with certain investors that provides these shareholders with certain rights to require us to register the resale of their common shares under U.S. securities laws. The exercise of these rights, or the perception that a significant number of shares may be sold into the market, could increase share supply, adversely affect the market price and liquidity of our common shares, and create additional volatility.

Our largest shareholder has significant influence on us and may also affect the market price and liquidity of our securities.

Paulson & Co. Inc. (“Paulson”) holds in the aggregate 25.9% of the outstanding shares in Perpetua as of March 24, 2026. Accordingly, Paulson will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, and the sale of all or substantially all of our assets and other significant corporate actions. Unless full participation of all shareholders takes place in such shareholder meetings, Paulson may be able to approve such matters itself. The concentration of ownership of the common shares by Paulson may: (i) delay or deter a change of control of the Corporation; (ii) deprive shareholders of an opportunity to receive a premium for their common shares as part of a sale of the Corporation; and (iii) affect the market price and liquidity of the common shares. Pursuant to the terms of the investor rights agreement dated March 17, 2016, as amended and restated on March 17, 2020, Paulson has the right to designate two Board members so long as Paulson holds not less than 20% of our common shares and the right to designate one Board member so long as Paulson holds not less than 10% of our common shares. Andrew Cole and Marcelo Kim are Paulson’s nominees to the Board and Marcelo Kim was appointed Chairman of our Board in March of 2020.

As long as Paulson maintains its shareholdings in the Corporation, Paulson will have significant influence in determining the members of the Board. Without the consent of Paulson, we could be prevented from entering into transactions that are otherwise beneficial to us. The interests of Paulson may differ from or be adverse to the interests of our other shareholders. The effect of these rights and Paulson’s influence may impact the price that investors are willing to pay for our shares.

If Paulson or its affiliates sell a substantial number of our common shares in the public market, the market price of the common shares could fall. The perception among the public that these sales will occur could also contribute to a decline in the market price of our common shares.

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The Company is currently involved in legal proceedings and in the future, it may be subject to additional legal proceedings.

Due to the nature of our business and our status as a publicly traded company, we may be subject to numerous regulatory investigations, claims, lawsuits and other proceedings, including proceedings related to claims brought pursuant to federal securities laws, in the ordinary course of our business. The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business.

We are subject to taxation both in Canada and the United States, and shareholders may be subject to Canadian and U.S. withholding and certain other taxes.

We are treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) subject to Canadian income tax. We are also treated as a U.S. corporation subject to U.S. federal income tax on our worldwide income pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are subject to taxation both in Canada and the United States, which could have a material adverse effect on our financial condition and results of operations.

It is unlikely that we will pay any dividends on our common shares in the foreseeable future. However, if we decide to pay any dividends, dividends received by shareholders who are not “United States persons” (within the meaning of the Code) will be subject to U.S. withholding tax. Shareholders who are residents of Canada (for purposes of the Income Tax Act (Canada)) may not qualify for a reduced rate of withholding tax under the United States-Canada income tax treaty. In addition, a foreign tax credit or a deduction in respect of any U.S. federal withholding tax may not be available under Canadian law.

Dividends received by shareholders who are not residents of Canada will be subject to Canadian withholding tax. Shareholders who are United States persons may not qualify for a reduced rate of withholding tax under the United States-Canada income tax treaty. Dividends paid by us will be characterized as U.S.-source income for purposes of the foreign tax credit rules under the Code. Accordingly, United States persons generally will not be able to claim a credit for any Canadian tax withheld on dividends unless, depending on the circumstances, they have an excess foreign tax credit limitation due to other foreign-source income of the same category that is subject to a low or zero rate of foreign tax.

Dividends received by shareholders who are neither United States persons nor residents of Canada will be subject to U.S. and Canadian withholding taxes. These dividends may not qualify for a reduced rate of withholding tax under any income tax treaty.

We believe we currently are, and anticipate remaining, a “United States real property holding corporation” (within the meaning of the Code) on account of owning substantial U.S. real property interests. As a result, a shareholder who is not a United States person generally will be subject to U.S. tax on any gain recognized on a sale or other disposition of our common shares if that shareholder owned (or is treated as having owned) more than 5% of our common shares within five years of the date of the sale or other disposition, or our common shares are not treated as “regularly traded on an established securities market” (within the meaning of U.S. Treasury regulations). In addition, if our common shares are not treated as regularly traded on an established securities market, a 15% U.S. withholding tax generally would apply to the gross proceeds from a sale or other disposition of our common shares by any shareholder who is not a United States person, which withholding can be credited against the applicable tax liability (described in the preceding sentence) on any gain recognized.

Because our common shares are treated as shares of a U.S. corporation, the U.S. gift, estate and generation-skipping transfer tax rules may be relevant to shareholders who are not United States persons.

Each shareholder should seek tax advice, based on the shareholder’s particular circumstances, from an independent tax advisor.

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General Risk Factors

We are required to develop and maintain proper and effective internal controls over financial reporting. Failure to develop, maintain, or remediate effective internal controls over financial reporting could result in increased costs, regulatory risks and a loss of investor confidence.

We are required, pursuant to Section 404 of Sarbanes-Oxley, to furnish a report by management on, among other things, the effectiveness of our internal controls over financial reporting for the fiscal year ending December 31, 2025. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal controls over financial reporting. Additionally, we are required to disclose changes made in our internal controls and procedures on a quarterly basis.

As we lose our status as an “emerging growth company” in December 2026 and as a “smaller reporting company” in the first quarter of 2026, we will face even more rigorous requirements. Our independent registered public accounting firm will be required to attest to, and report on, the effectiveness of our internal controls in our Annual Report on Form 10-K for the year ended December 31, 2026. If our auditors are unable to express an unqualified opinion, or if they issue an adverse report due to one or more material weaknesses, the consequences could be significant.

If we identify material weaknesses, we may not be able to remediate them in a timely or cost-effective manner, or at all. Remediation may require us to implement new policies and procedures, enhance our information technology systems, and hire additional accounting or internal audit personnel, all of which could result in significantly increased costs and require substantial management attention. In some cases, we may discover deficiencies or weaknesses that are complex, systemic, or deeply embedded in our operations, making them particularly difficult or costly to correct.

If we are unable to assert that our internal controls over financial reporting are effective, or if our auditors are unable to attest to their effectiveness, investor confidence in the accuracy and reliability of our financial reports could be adversely affected. This could lead to a decline in the market price of our common shares, loss of access to capital markets, heightened scrutiny or enforcement actions by the SEC or other regulatory authorities, and potential litigation. Any of these outcomes could materially and adversely affect our business, financial condition, results of operations and reputation.

If securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that securities or industry analysts publish about us or our business. If analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business model or our stock performance, or if our results of operations fail to meet the expectations of analysts, the price of our common stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn might cause the price of our common stock and trading volume to decline.

System security vulnerabilities, data breaches, and cyberattacks could compromise proprietary or otherwise sensitive information or disrupt operations, which could adversely affect Perpetua Resources’ business, reputation, operations and stock price.

Information systems and other technologies, including those related to the Company’s financial and operational management, and its technical and environmental data, are an integral part of the Company’s business activities. Network and information systems related events, such as phishing attacks, cyberattacks, ransomware and other computer viruses or malware, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, lost or misplaced data, programming errors, scams, burglary, human error, misdirected wire transfers, other malicious activities or any combination of the foregoing, may present risk to the Company. We also may be adversely affected by power outages, natural disasters, terrorist attacks, or other similar events which could result in damages to the Company’s property, equipment and data. These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future.

We have experienced cybersecurity incidents but have not suffered any material adverse impacts to our business and operations as a result of such incidents. No security measure is infallible. Our facilities and systems, and those of our third-party service providers, have been subject to certain cybersecurity incidents and may be vulnerable to future adverse events. We may also identify previously undiscovered instances of security incidents or unauthorized parties with access to our systems.

In addition, as a general matter, the frequency and magnitude of cyberattacks is increasing and attackers have become more sophisticated. Cyberattacks are similarly evolving and include without limitation use of malicious software, surveillance, credential stuffing, spear phishing, social engineering, use of deepfakes (i.e., highly realistic synthetic media generated by artificial intelligence),

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attempts to gain unauthorized access to data, and other electronic security incidents that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. The Company may be unable to anticipate, detect or prevent future attacks, particularly as the methodologies used by attackers change frequently or are not recognizable until deployed. Investigation and remediation efforts may be further complicated as attackers are increasingly using techniques and tools designed to circumvent controls, avoid detection, and remove or obfuscate forensic evidence.

Furthermore, security incidents such as, but not limited to, misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Company’s information technology systems including personnel data and other information, could damage the Company’s reputation, trigger reporting or other requirements under material contracts or applicable laws and regulations, and require the Company to expend significant capital and other resources to remedy any such security incident. Insurance held by the Company may mitigate losses; however, in the event of a security incident, such insurance coverage may not be sufficient to cover resulting losses or otherwise adequately compensate the Company for resulting losses, such as, but not limited to, disruptions to its business, including loss or disruption of a material contract resulting from such incident. Insurance coverage may also be entirely unavailable. The occurrence of any such security incident could have a material adverse effect on the business of the Company. In particular, a security incident or failure to identify a security threat could disrupt our business and could result in the loss of sensitive, confidential information or other assets, as well as an inability to complete transactions, litigation including individual claims or class actions, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which could materially impact our reputation, operations, or financial performance.

There can be no assurance that these events and/or security incidents will not occur in the future or not have an adverse effect of the business, reputation, results of operations and financial condition of the Corporation.

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