2026 First Quarter Report

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# 2026 First Quarter Report

Source: https://perpetuaresources.com/wp-content/uploads/Perpetua-2026-Q1-10Q_Final.pdf
Fetched: 2026-09-05T16:09:56.932+00:00
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## Content

# 2026 First 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 March 31, 2026
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 May 1, 2026, the registrant had 125,094,503 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 31
Item 4. Controls and Procedures 32
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 33
Item 1A. Risk Factors 35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 36
Item 3. Defaults Upon Senior Securities 36
Item 4. Mine Safety Disclosures 36
Item 5. Other Information 36
Item 6. Exhibits 37
1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q (the “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, as amended (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,” “intend,” “plan,” “project,” “outlook,” “may,” “will,” “should,” “would,” “could,” “can,” the negatives thereof, variations
thereon and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain such identifying words. Forward-looking statements are based on certain estimates, beliefs, expectations and assumptions made
in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well
as other factors that may be appropriate.
These forward-looking statements include, but are not limited to, disclosure regarding the review process, anticipated timing
and potential outcome, documentation, closing and funding of the Company’s proposed U.S. EXIM financing; the final terms of the
proposed U.S. EXIM financing; the Company’s ability to satisfy conditions precedent and other requirements under the proposed U.S.
EXIM financing; timing of anticipated milestones related to the Company’s Stibnite Gold Project (the “Project”) and financing; ongoing
funding and anticipated liquidity; our ability to comply with, obtain and defend permits related to the Project; the expected outcomes of
the Project, including our Mineral Reserves and Mineral Resources; the intended environmental and related outcomes associated with
the South Fork Salmon Water Quality Enhancement Fund (the “Fund”) related to the Nez Perce Tribe’s CWA lawsuit; good faith
discussions between the Company and the Nez Perce Tribe with respect to future permitting and activities at the Project; environmental
clean-up actions by us and our contractors; the expected commercial demand for antimony and the Company’s ability to supply it; our
ability to successfully implement and fund the Project; the occurrence of the expected benefits from the Project, including contributions
to the workforce, national security and clean energy transition; predictions regarding improvements to water quality, water temperature
and fish habitats and other environmental conditions at the site, including with respect to the process and timing of such improvements;
success of exploration, development and environmental protection, closure and remediation activities; the realization of benefits from
strategic partnerships; the timing and results of future exploration and material sampling by the Company; plans for the design and
construction of the Project; the viability of the Project; expected construction, development and operating costs in the event that a
production decision is made; requirements for additional water rights and the potential effect of proposed notices of environmental
conditions relating to mineral claims; planned exploration and development of properties and the results thereof; and development of
any additional resources and reserves and the permitting requirements with respect to any such additional resources and reserves.
Statements concerning mineral resource and mineral reserve estimates may also be deemed to constitute forward-looking
information to the extent that such statements involve estimates of the mineralization that may be encountered if the Project is developed
and are subject to the assumptions and analysis underlying our Mineral Reserve estimates as outlined herein and in the Technical Report
Summary.
With respect to forward-looking information contained herein, the Company has applied several material factors or assumptions
including, but not limited to, certain assumptions that the U.S. EXIM board will approve the proposed financing on substantially the
same terms initially indicated by the U.S. EXIM board, that the Company will be able to negotiate and execute definitive documentation
for the proposed U.S. EXIM financing on acceptable terms, satisfy the conditions to signing, closing and funding of the U.S. EXIM
financing and receive funds when needed; that the final terms of the proposed U.S. EXIM financing will be substantially consistent with
those currently indicated; that the Company’s proposed financing will be sufficient to finance permitting, pre-construction and
construction of the Project or that the Company will be able to secure alternate financing if necessary; that the Company will be able to
maintain compliance with covenants contained in its financing agreements or that may be contained in future financing agreements; that
the Company will be able to satisfy additional bonding or financial assurance requirements in the future; that no pending or future
litigation will result in the loss of any material permits or material delay to the Project schedule or a material increase to Project costs;
that the current exploration, development, environmental and other objectives concerning the Project can be achieved and that the
Company’s other corporate activities will proceed as expected; that general business and economic conditions will not change in a
materially adverse manner and that permitting, construction and operations costs will not materially increase; that certain assumptions
as to production rates, operating costs, recovery and metal costs will prove to be accurate; that any additional financing needed will be
available when needed on reasonable terms; that all requisite information will be available in a timely manner; that the current price and
demand for gold, antimony and other metals will be sustained or will improve; that the Company will satisfy or will continue to satisfy
the requirements of applicable permits and the requirements of various governmental approvals; that the Company or applicable
governmental agencies will be able to successfully defend against any challenges to governmental approvals for the planned exploration,
2
construction, development, operation and environmental protection activities on the Project; and that the continuity of economic and
political conditions, as well as operations of the Company will be sustained.
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, 2025. These factors include, but are not limited to, the following:
• delays in board approval, negotiation, or inability to satisfy the conditions to signing, closing or funding of the U.S. EXIM
financing, if approved, or material changes to the terms of the financing;
• inability to access financing from other sources or strategic partners to fund the exploration, permitting, development and
construction of the Project on acceptable terms, or at all, if our proposed financing may not be sufficient to complete
construction of the Project;
• 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

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