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Perpetua Resources Corp. (Nasdaq: PPTA) (TSX: PPTA) ("Perpetua Resources" or the "Company") today announced the pricing of its previously announced public offering of 2,938,000 shares, no par value, of the Company (the "Common Shares") in the United States ( the "Offering") at a price to the public of US$24.25 per share. Pursuant to the Investor Rights Agreement, dated as of October 28, 2025, between the Company and Agnico Eagle Mines Limited ("Agnico"), Agnico has indicated that it intends to exercise its pro rata participation right with respect to the Offering in a concurrent private placement at the public offering price of the Offering (the "Concurrent Private Placement"). Participation in full would result in the issuance of an additional 288,200 common shares for proceeds to the Company of $7.0 million.
The gross proceeds to Perpetua Resources from the Offering, before deducting commissions and expenses and other Offering expenses, will be approximately $71.2 million, and will be approximately $78.2 million if Agnico exercises its participation right in full in the Concurrent Private Placement.
The Company expects to use the net proceeds of the Offering and the Concurrent Private Placement to fund the construction and development of the Stibnite Gold Project (the "Project"), working capital costs in excess of the Project capital costs, continuing exploration and development activities, restoration and reclamation work, and for general corporate purposes.
The Common Shares will be offered by the Company with BMO Capital Markets, National Bank of Canada Capital Markets and RBC Capital Markets acting as joint book-running managers (collectively, the "Underwriters").
In connection with the Offering, an underwriting agreement has been entered into by and between Perpetua Resources and BMO Capital Markets, as representative of the several Underwriters (the "Underwriting Agreement").
The Offering is expected to close on or about October 30, 2025. Closing of the Offering will be subject to a number of customary conditions included in the Underwriting Agreement.
The Offering to the public in the United States is being made pursuant to the Company's effective shelf registration statement on Form S-3, including a base prospectus, previously filed with the Securities and Exchange Commission (the "SEC"). The Offering in the United States will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the base prospectus may be obtained from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036. The Offering may also be conducted in Canada and in offshore jurisdictions on a private placement basis in accordance with applicable securities laws. The Company intends to rely on the exemption in section 602.1 of the TSX Company Manual in respect of the Offering as an eligible interlisted issuer.
The consummation of the Concurrent Private Placement is subject to customary closing conditions, including the completion of the Offering, but the Offering is not contingent upon the consummation of the Concurrent Private Placement. We expect the Concurrent Private Placement to close substantially concurrently with the closing of the Offering. However, we cannot assure you that the Concurrent Private Placement will be completed. The sale of the Common Shares under the Concurrent Private Placement will not be registered under the Securities Act of 1933, as amended.
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.
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. Antimony trisulfide from Stibnite is the only known domestic source of antimony that can meet U.S. defense needs for many small arms, munitions, and missile types.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS OR INFORMATION
Statements contained in this news release that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding the conduct of the Offering and the Concurrent Private Placement and the anticipated use of proceeds from the Offering and the Concurrent Private Placement. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of such words and phrases or statements such as "anticipate", "expect" "plan", "likely", "believe", "intend", "forecast", "project", "estimate", "potential", "could", "may", "will", "would" or "should". Forward-Looking Information are based on certain material assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results expressed or implied by the Forward-Looking Information. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. For further information on these and other risks and uncertainties that may affect the Company's business, see the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of the Company's filings with the SEC, including Perpetua's Annual Report on Form 10-K filed with the SEC on March 19, 2025 and subsequent Quarterly Reports on Form 10-Q filed with the SEC, which are available at www.sec.gov and with the Canadian securities regulators, which are available at www.sedar.com. Except as required by law, Perpetua Resources does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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SOURCE Perpetua Resources Corp.
