DEFA14A 1 tm2611905d2_defa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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¨	Preliminary Proxy Statement
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PERPETUA RESOURCES CORP.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

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Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V94344-P47027 PERPETUA RESOURCES CORP. 13181 HIGHWAY 55 PO BOX 429 DONNELLY, ID 83615 PERPETUA RESOURCES CORP. 2026 Annual General Meeting Vote by June 2, 2026 11:59 PM ET You invested in PERPETUA RESOURCES CORP. and it’s time to vote! You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy materials for the Annual General Meeting to be held on June 4, 2026. Vote Virtually at the Meeting* June 4, 2026 10:00 am Mountain Time Virtually at: www.virtualshareholdermeeting.com/PPTA2026 Get informed before you vote View the Notice and Proxy Statement, Annual Report and NI 51-102 Card online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 21, 2026. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V94345-P47027 THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. 1. Set the number of Directors to nine (9). For 2. Election of Directors Nominees: 2a. Marcelo Kim For 2b. Christopher J. Robison For 2c. Jonathan Cherry For 2d. Andrew Cole For 2e. Robert Dean For 2f. Laura Dove For 2g. Richie Haddock For 2h. Jeffrey Malmen For 2i. Alexander Sternhell For 3. Equity Incentive Plan - Approve the Company’s 2026 Equity Incentive Plan. For 4. Appointment of Auditors - Ratify the appointment of PricewaterhouseCoopers LLP as Auditors of the Company for the fiscal year ending December 31, 2026 at a remuneration to be set by the Directors. For

SEC Form DEFA14A filed by Perpetua Resources Corp.