2025 Third Quarter Report

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# 2025 Third Quarter Report

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# 2025 Third Quarter Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from to
Commission File Number: 001-39918
Perpetua Resources Corp.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada 98-1040943
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
405 S. 8th Street, Suite 201
Boise, Idaho 83702
(Address of principal executive offices) (Zip Code)
(208) 901-3060
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Trading
Title of each class Symbol(s) Name of each exchange on which registered
Common Shares, without par value PPTA Nasdaq
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, an emerging growth
company, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 3, 2025, the registrant had 121,872,682 common shares outstanding.
PERPETUA RESOURCES CORP.
TABLE OF CONTENTS
Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ............................................. 2
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited) ............................................................... 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations............... 22
Item 3. Quantitative and Qualitative Disclosures About Market Risk ............................................................. 30
Item 4. Controls and Procedures ...................................................................................................................... 30
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................................................................................................................ 31
Item 1A. Risk Factors ......................................................................................................................................... 32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ............................................................. 39
Item 3. Defaults Upon Senior Securities .......................................................................................................... 39
Item 4. Mine Safety Disclosures ...................................................................................................................... 39
Item 5. Other Information ................................................................................................................................ 39
Item 6. Exhibits ................................................................................................................................................ 40
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report are “forward-looking statements” within the meaning of “safe
harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities
Exchange Act of 1934 (the “Exchange Act”) and “forward-looking information” within the meaning of applicable Canadian
securities laws. All statements, other than statements of historical fact included in this Quarterly Report, regarding our strategy,
future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. When used in this Quarterly Report, the words “anticipate,” “believe,” “expect,”
“estimate,” “forecast,” “intend,” “likely,” “plan,” “potential,” “project,” “outlook,” “may,” “will,” “should,” “would,” “could,”
“can,” the negatives thereof, variations thereon and other similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based
on certain estimates, beliefs, expectations and assumptions made in light of management’s experience and perception of
historical trends, current conditions and expected future developments, as well as other factors that may be appropriate.
Forward-looking statements necessarily involve unknown risks and uncertainties, which could cause actual results
or outcomes to differ materially from those expressed or implied in such statements. Due to the risks, uncertainties and
assumptions inherent in forward-looking information, you should not place undue reliance on forward-looking statements.
Factors that could have a material adverse effect on our business, financial condition, results of operations and growth
prospects can be found in Item 1A, Risk Factors, Item 2, Management’s Discussion and Analysis of Financial Condition and
Results of Operations and elsewhere in this Quarterly Report and in Item 1A, Risk Factors and Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year
ended December 31, 2024. These factors include, but are not limited to, the following:
• the Company’s ability to successfully implement and finance the Company’s Stibnite Gold Project (the “Project” or
“Stibnite Gold Project”) and the occurrence of the expected benefits from the Project, including creation of jobs and
environmental benefits and its ability to achieve the results indicated in the updated cash flow model for the Project
released in February 2025 (the “Financial Update”);
• the impact on the Company’s business, results of operations and financial condition of delays in obtaining or failure
to obtain required permits and other governmental approvals, the legal challenges by third parties to any such permits
or governmental approvals, or the ability of the Company to comply with the terms and requirements of such permits
and other governmental approvals;
• the Company’s ability to successfully secure financing from the Export-Import Bank of the United States (“U.S.
EXIM”) or other sources on acceptable terms, or at all, including the review process and potential outcome of the
Company’s U.S. EXIM financing application; the amount of potential debt financing available to the Company; the
eligibility of the Project for funding under the Make More in America (“MMIA”) initiative and China and
Transformational Exports Program (“CTEP”); expected timing of, and benefits to the Project of, securing such
financing from U.S. EXIM or other sources;
• the Company’s ability to meet expectations regarding its financial resources and future prospects;
• the Company’s ability to successfully satisfy any conditions to financing sources on expected timelines, if at all, and
the amount and timing of any such financing;
• the intended environmental and other outcomes of the South Fork Salmon Water Quality Enhancement Fund (the
“Fund”) related to the Nez Perce Tribe’s Clean Water Act (“CWA”) lawsuit, and the outcome of good faith
discussions between the Company and the Nez Perce Tribe with respect to future permitting and activities at the
Project;
• regulatory and legal changes, requirements for additional capital, requirements for additional water rights and the
potential effect of proposed notices of environmental conditions relating to mineral claims;
• the accuracy of analyses and other information based on expectations of future performance and planned work
programs;
• the accuracy of the assumptions, qualifications and limitations of the results of the Financial Update and the economic
results and sensitivity analysis of the variables included therein;
• possible events, conditions or financial performance that are based on assumptions about future economic conditions
and courses of action;
• assumptions and analysis underlying our mineral reserve estimates and plans for mineral resource exploration and
development;
• the likelihood of successful mining operations or the profitable production of minerals and precious metals;
• the Company’s history of losses and expectation of future losses;
• the Company’s limited property portfolio and potential challenges related to the Company’s title to its mineral
properties;
2
• timing, costs and potential success of future activities on the Company’s properties, including, but not limited to,
development and operating costs in the event that a construction decision is made and the Company’s ability to
achieve production at the Project if constructed;
• potential results of exploration, development and environmental protection and remediation activities, including
activities relating to construction and operation of the Stibnite Gold Project and legacy conditions in the Stibnite
Mining District caused by historic mining activities by operators before the Company;
• future outlook and goals;
• current or future legal challenges, proceedings, litigation (including the lawsuits challenging the approvals of the
Stibnite Gold Project issued by various federal agencies and the securities class action lawsuit) or environmental
liability, including derivative claims and litigation challenging the validity of the permits and approvals issued with
respect to the Project;
• global economic, political and social conditions and financial markets, including any potential regulatory or policy
changes, proposed legislation, the imposition or increase in tariffs, changes in existing trade agreements and relations,
inflationary pressures, elevated interest rates and any shutdowns of the U.S. federal government;
• changes in gold and antimony commodity prices;
• our ability to implement our strategic plan and to maintain and manage growth effectively;
• our reliance on outside consultants for critical services;
• our ongoing relationship with our major shareholders and the investor rights agreements we have entered into with
our strategic partners;
• loss of key executives or the inability to hire or retain key executives or employees to support construction, permitting
and operational activities;
• high levels of competition within the mining industry

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