Perpetua Resources Corp.

Perpetua Resources Corp._March 31, 2026

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

☐	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

(State or other jurisdiction of

incorporation or organization)

98-1040943

(I.R.S. Employer

Identification No.)

405 S. 8th Street, Suite 201

Boise, Idaho

(Address of principal executive offices)

83702

(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:


Title of each class	Trading 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.

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PERPETUA RESOURCES CORP.

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			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

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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,

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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 and requirements of such permits and other governmental approvals;

●

regulatory and legal changes, requirements for additional capital, requirements for additional permits and the potential effect of proposed notices of environmental conditions relating to mineral claims;

●

material changes to the analyses and other information based on expectations of future performance and planned work programs;

●

future events, conditions or financial performance that differ materially from assumptions about future economic conditions and courses of action;

●

the industry-wide risks and project-specific risks identified in the Technical Report Summary;

●

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;

●

transfers or claims and other defects in title to mineral projects;

●

changes in timing, costs and potential success of future activities on the Company’s properties, including but not limited to, increases in development and construction costs, as well as operating costs in the event that a production decision is made, and the Company’s ability to achieve production at the Project if constructed;

●

changes resulting from potential results of exploration, development and environmental protection, reclamation 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;

●

changes in exploration programs based upon results of exploration;

●

changes in estimated Mineral Reserves or Mineral Resources or unexpected variations in quantity of mineralized material, grade, or recovery rates;

●

inability to timely implement procurement and construction plans and schedules

●

failure of mining methods or processes to operate as anticipated;

●

current or future legal challenges, proceedings, litigation, or other actions or allegations relating to regulatory approvals, environmental conditions or liabilities, or other matters relating to the Project, including the existing lawsuits and administrative actions challenging certain approvals of the Stibnite Gold Project issued by various federal and state agencies and the securities class action lawsuit, and potential future claims and litigation challenging the validity of the permits and approvals issued with respect to the Project or otherwise seeking to delay or prevent development of the Project or to impose liabilities on the Company;

●

risks related to opposition to the Project;

●

risks related to legal proceedings seeking temporary or permanent relief, including preliminary relief pending the outcome of such proceedings, from courts or agencies that could delay or halt implementation of Project activities or the Project as a whole;

●

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 trade relations, inflationary pressures, elevated interest rates and any shutdowns of the U.S. federal government;

●

operations and contractual obligations;

●

changes in gold and antimony commodity prices;

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●

changes in interest rates, tax rates, operating or production costs;

●

our ability to implement our strategic plan and to maintain and manage growth effectively;

●

our reliance on outside consultants or contractors for construction of the Project and other critical services;

●

risks related to our largest shareholder and other significant shareholders;

●

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;

●

availability of equipment, labor, materials and services required for construction and operation of the Project, including the Company’s ability to obtain supplies and equipment when needed and at expected prices;

●

labor shortages and disruptions;

●

accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry;

●

cyberattacks and other security breaches of our information and technology systems; and

●

other factors and risks described under Item 1A, Risk Factors of this Quarterly Report.

These risks are not exhaustive. Because of these risks and other uncertainties, our actual results, performance or achievements, or industry results, may be materially different from the anticipated or estimated results discussed in the forward-looking statements in this Quarterly Report. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Perpetua Resources Corp.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

In thousands of U.S. Dollars, except for shares


		March 31,			December 31,
		2026			2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents		$	669,505		$	714,171
Receivables			2,957			1,830
Prepaid expenses			4,101			4,972
Deposits (Note 9)			22,002			27,572
			698,565			748,545
NON-CURRENT ASSETS
Mineral properties and interest (Note 3)			67,694			67,680
Buildings and equipment, net (Note 4)			25,772			1,838
Operating lease right-of-use assets (Note 5)			3,140			31
Restricted cash equivalents			59,550			59,550
TOTAL ASSETS		$	854,721		$	877,644

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade and other payables		$	32,425		$	13,565
Lease liabilities (Note 5)			811			88
CWA settlement payable (Note 9)			1,000			1,000
			34,236			14,653
NON-CURRENT LIABILITIES
Lease liabilities (Note 5)			2,752			156
CWA settlement payable (Note 9)			1,000			1,000
Reclamation liabilities (Note 7)			558			534
TOTAL LIABILITIES			38,546			16,343

COMMITMENT AND CONTINGENCIES (Note 9)

SHAREHOLDERS’ EQUITY (Note 6)
Common shares, without par value, unlimited shares authorized, 124,949,691 and 124,124,030 shares outstanding, respectively			1,495,742			1,490,420
Additional capital			64,633			66,454
Accumulated deficit			(744,200)			(695,573)
TOTAL SHAREHOLDERS’ EQUITY			816,175			861,301

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	854,721		$	877,644

See accompanying notes to the unaudited condensed consolidated financial statements.

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Perpetua Resources Corp.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

In thousands of U.S. Dollars, except for shares and per share amounts


		For the three months ended March 31,
		2026			2025
EXPENSES
Exploration and pre-development		$	53,098		$	13,094
General and administration			3,351			1,835
Depreciation			115			31
OPERATING LOSS			56,564			14,960

OTHER EXPENSES (INCOME)
Grant income (Note 8)			(997)			(6,383)
Interest income			(6,919)			(378)
Other (income) expenses, net			(21)			6
Total other expenses (income), net			(7,937)			(6,755)

NET LOSS		$	48,627		$	8,205

NET LOSS PER SHARE, BASIC AND DILUTED		$	0.39		$	0.12

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED			124,694,794			70,619,291

See accompanying notes to the unaudited condensed consolidated financial statements.

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Perpetua Resources Corp.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Unaudited)

For the three months ended March 31, 2026 and 2025

In thousands of U.S. Dollars, except for shares


		Common Shares					Additional			Accumulated
		Shares		Amount			Capital			Deficit			Total
BALANCE, December 31, 2024		70,266,550		$	668,665		$	35,375		$	(595,181)		$	108,859
Share based compensation		—			—			1,216			—			1,216
Share units distributed		921,294			4,906			(4,906)			—			—
Exercise of share purchase options		98,000			1,062			(382)			—			680
Net loss for the period		—			—			—			(8,205)			(8,205)
BALANCE, March 31, 2025		71,285,844		$	674,633		$	31,303		$	(603,386)		$	102,550

BALANCE, December 31, 2025		124,124,030		$	1,490,420		$	66,454		$	(695,573)		$	861,301
Share based compensation		—			—			1,755			—			1,755
Share units distributed		602,661			2,549			(2,549)			—			—
Exercise of share purchase options		223,000			2,773			(1,027)			—			1,746
Net loss for the period

SEC Form 10-Q filed by Perpetua Resources Corp.