PERPETUA RESOURCES CORP.

The Company is currently focused on advancing the Project towards a full construction decision for the Project in 2026, including finalizing the remaining permits and securing project financing.

The Project includes mining the Yellow Pine, Hangar Flats and West End Deposits using conventional open pit methods, conventional processing methods to extract gold, silver and antimony, and on-site production of gold (“Au”) and silver (“Ag”) doré and an antimony (“Sb”) concentrate. An extensive reclamation and restoration program for certain historical legacy impacts to the Project site, including the recovery and reprocessing of historical tailings, restoration of fish passage during and after operations, relocation of historical mining wastes to engineered storage facilities, stream restoration, and reforestation of impacted areas, is included in the Project. Some environmental work has been completed under the ASAOC, which is designed to protect water quality on the Project site. Approvals from the U.S. EPA and USDA may be required with respect to environmental work at the site, including both activities pursuant to the Plan of Operations and work not currently included in the Project. Decommissioning the site includes progressive and concurrent remediation, reclamation, and restoration activities, beginning at the start of construction and continuing beyond the operations phase, through Project reclamation and closure.

Certain key milestones were completed in 2025. On January 3, 2025, the USFS issued its ROD approving the 2021 Modified Mine Plan that was analyzed in the FEIS. On May 19, 2025, the USACE issued its ROD for the CWA Section 404 permit. Following receipt of the USFS ROD and USACE ROD, the USFS approved the Plan of Operations, which is based on the ROD and the Modified Mine Plan, for the Project in October 2025. Upon placement of certain construction phase financial assurance and receipt of the required notices from USFS, IDL and USACE, the Company began early works construction for the Project on October 21, 2025.

Technical Report Summary

The disclosures in this “Item 2. Properties” regarding Perpetua Resources’ 100% interest in the Stibnite Gold Project have been prepared in accordance with the mining property disclosure rules specified in S-K 1300. Except for subsequent events or as otherwise noted, the disclosure in this Annual Report on Form 10-K of a scientific or technical nature for the Stibnite Gold Project is derived from, and in some instances is an extract from, the Technical Report Summary, dated as of December 31, 2025 (the “Technical Report Summary” or “TRS”).

The TRS updates, as of December 31, 2025, the information presented in the technical report titled “Stibnite Gold Project, S-K 1300 Technical Report Summary, Valley County, Idaho, USA” dated as of December 31, 2021, and amended as of June 6, 2022 (the “2022 TRS”). Updates since the 2022 TRS primarily relate to permitting, exploration drilling, engineering, land management, and financial analyses. The economic information included in the TRS is presented as of December 31, 2025, and updates the information presented in the 2022 TRS, which was supplemented by an updated cash flow model published by the company on February 13, 2025 (the “Financial Update”). The Financial Update applied cost estimates, commodity pricing and other assumptions as of the fourth quarter of 2025 and was based, in part, on basic engineering work completed in January 2025 by Ausenco Engineering USA South Inc. (“Ausenco”), and with contributions from other mining engineers and consultants. Since February 2025, the Company has continued to progress engineering, contracting, and early construction activities, and announced in December 2025 the appointment of Hatch Ltd. (“Hatch”) as EPCM contractor for certain design, engineering, procurement, construction, management, testing, studies, and related services for the Stibnite Gold Project, including the process plan, the pressure oxidation facility, associated on-site infrastructure, utilities, and facilities, together with overall integration, coordination, and execution support for those in-scope elements of the Project. Engineering, contracting and early works construction activities are ongoing, and may result in revisions to the costs, figures, methods and assumptions presented in the TRS as they progress.

The most notable updates from the 2022 TRS and the Financial Update include the following:

● · The TRS incorporates engineering designs developed during the basic engineering phase completed in 2025, including design improvements to the mineral processing plant, site infrastructure, and tailings management. Perpetua estimates overall project engineering was approximately 45% complete as of December 31, 2025.

● · The TRS incorporates updates derived from recent and ongoing environmental baseline studies, permitting application submittals and authorizations, and other environmental compliance and regulatory activities. The study also integrates cost and technical data derived from signed contracts (including Hatch and ATCO) and active contract negotiations across construction, professional services, and capital equipment procurement as of December 31, 2025.

● · The TRS presents revised operating costs, capital costs, taxes and various long-term metal price assumptions based on consensus estimates provided by a survey of international investments banks. The economic analysis reflects cost estimates for construction and operations, as well as current and consensus commodity pricing for sales, each as of December 31, 2025.

• 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.
• Perpetua Resources’ future exploration efforts may be unsuccessful.
• Perpetua Resources’ Mineral Resource and Mineral Reserve estimates may not be indicative of the actual gold, antimony or other minerals that can be mined.
• 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.
• 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.
• Perpetua Resources has a history of net losses and expects losses to continue for the foreseeable future.
• We have a limited property portfolio.
• 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.
• We are subject to extensive environmental laws and regulations, where compliance failure may impact our operations.
• 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.
• 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 operations are subject to climate change risks.
• Increasing attention to sustainability matters and conservation measures may adversely impact our business.
• We depend on key personnel for critical management decisions and to manage our business effectively.
• We lack a full internal staff of technical specialists and depend on outside consultants to deliver critical technical, engineering and permitting support.
• Our business could be adversely affected by the performance of counterparties and other outside contractors.
• Certain Perpetua Resources directors also serve as officers, directors or major shareholders of other mining companies, which may give rise to conflicts.
• Perpetua Resources’ business involves risks for which Perpetua Resources may not be adequately insured, if it is insured at all.
• 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.
• 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.
• 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
• 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.
• 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.
• Risks Related to Our Industry
• Resource exploration and development is a high risk, speculative business.
• 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.
• 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.
• Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.
• 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.
• 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.
• The loss of “emerging growth company” and “smaller reporting company” status will increase our regulatory burden, costs and management demands.
• 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.
• 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.
• Perpetua Resources has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
• 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.
• Future sales of Perpetua Resources’ common shares into the public market may result in losses to Perpetua Resources’ shareholders.
• Our largest shareholder has significant influence on us and may also affect the market price and liquidity of our securities.
• The Company is currently involved in legal proceedings and in the future, it may be subject to additional legal proceedings.
• 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.
• 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.
• 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.
• 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.