Perpetua Resources Corp. (Nasdaq: PPTA) (TSX: PPTA) announced that it has closed its previously announced upsized US$325 million public offering of 24,622,000 common shares, no par value, of the Company at a price of US$13.20 per Common Share. Concurrently with the closing of the Offering, the Company closed its US$100 million private placement of 7,575,757 Common Shares to Paulson & Co. Inc.

National Bank of Canada Financial Markets and BMO Capital Markets acted as joint lead bookrunning managers for the Offering. RBC Capital Markets and Cantor Fitzgerald & Co. acted as joint bookrunning managers, and B. Riley Securities, CIBC Capital Markets, H.C. Wainwright & Co., Roth Capital Partners and Scotiabank acted as co-managers for the Offering.

The Company intends to use the proceeds of the Offering and the Private Placement as part of a comprehensive financing package for the development of the Company’s Stibnite Gold Project in conjunction with the previously announced application for up to US$2 billion in project financing submitted to the Export-Import Bank of the United States in May 2025.  The Company intends to designate the proceeds of the Offering and the Private Placement toward equity requirements for the EXIM debt financing, with any additional funds intended to support exploration activities, working capital and general corporate purposes. EXIM’s due diligence on the Company’s application is ongoing and is conditional upon successfully completing the due diligence and underwriting process. If the due diligence process is successful, the Company anticipates closing the debt financing in 2026.

Together with the EXIM debt financing and royalty financing described below, if successfully completed in the amounts anticipated, the Company believes that the net proceeds from the Offering and the Private Placement will provide the Company with sufficient capital to fund the Project construction costs of US$2.2 billion, along with additional funds for a cost-over run account, debt service, working capital costs in excess of the Project capital costs and exploration activities.

In addition, the Company is in advanced discussions with potential partners for guarantees of the Company’s obligations under reclamation bonds or other financial instruments that the Company will be required to enter into to satisfy financial assurance requirements applicable under applicable federal and state law. The Company is seeking a US$155 million guarantee and indemnification of the Company’s obligations to surety providers in respect of reclamation bonds or other financial instruments, along with proceeds between US$200 million to US$250 million, in exchange for either a gold net smelter return (“NSR”) royalty not to exceed 3.9% or a gold stream. A royalty, if any, would be expected to provide for buy back of a portion of the royalty if certain conditions are met. The US$155 million guarantee and indemnification is anticipated to be sufficient to satisfy the aggregate obligations of the Company to provide construction phase financial assurance as required by regulatory authorizations from relevant agencies. Securing the financial assurance in this amount is expected to position the Company to receive the USFS notice to proceed under the approved plan of operation and satisfy the financial assurance conditions of various federal and state permits, allowing the Company commence construction later in 2025. The proposed royalty and financial assurance arrangement is expected to be formalized in summer 2025. Based on indications from the relevant agencies, the Company expects the remaining state permits required to commence construction to be issued by the relevant agencies in summer 2025.

Perpetua Resources has also granted the Underwriters an option to purchase up to an additional 3,693,300 Common Shares representing up to 15% of the number of Common Shares to be sold pursuant to the Offering. The Underwriters have 30 days from the closing of the Offering to exercise the Option. In the event that the Option is exercised in full, the aggregate gross proceeds of the Offering will be approximately US$374 million.

No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

MI 61-101 DISCLOSURE

Paulson purchased 7,575,757 Common Shares under the Private Placement in partial exercise of its contractual participation right under the amended and restated investor rights agreement dated March 17, 2020, among Paulson, Idaho Gold Resources Company, LLC (a subsidiary of the Company) and the Company. The Private Placement constituted a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) thereunder. Prior to the Offering, Paulson held 24,771,542 Common Shares, representing approximately 35% of the outstanding Common Shares of the Company.  Following completion of the Offering and Private Placement, Paulson beneficially owns 32,347,299 Common Shares, representing approximately 31% of the Company’s outstanding Common Shares. The material change report in respect of the Private Placement will not be filed more than 21 days prior to the closing of the Private Placement due to timing of the announcement of the Offering and Private Placement and the closing of such transactions occurring within less than 21 days thereafter.

About Perpetua Resources and the Stibnite Gold Project

Perpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by the Stibnite Gold Project. The Stibnite Gold Project is one of the highest-grade, open pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both gold and the only mined source of antimony in the United States. Perpetua Resources has been awarded a Technology Investment Agreement of US$59.2 million in Defense Production Act Title III funding to advance construction readiness and permitting of the Stibnite Gold Project. Antimony trisulfide from Stibnite is the only known domestic reserves of antimony that can meet U.S. defense needs for many small arms, munitions, and missile types.