Mr. Chris Fogg reports

PERPETUA RESOURCES CLOSES US$425 MILLION FINANCING AS PART OF COMPREHENSIVE FINANCING PACKAGE FOR STIBNITE GOLD PROJECT

Perpetua Resources Corp. has closed its previously announced upsized $325-million (U.S.) public offering of 24,622,000 common shares, no par value, of the company at a price of $13.20 (U.S.) per common share. Concurrently with the closing of the offering, the company closed its $100-million (U.S.) 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 Bank of Nova Scotia 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 $2-billion (U.S.) in project financing submitted to the Export-Import Bank of the United States (EXIM) 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 continuing 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 finance the project construction costs of $2.2-billion (U.S.), along with additional funds for a cost overrun 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 $155-million (U.S.) guarantee and indemnification of the company's obligations to surety providers in respect of reclamation bonds or other financial instruments, along with proceeds between $200-million (U.S.) to $250-million (U.S.), in exchange for either a gold net smelter return (NSR) royalty not to exceed 3.9 per cent 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 $155-million (U.S.) 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 the summer of 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 the summer of 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 per cent 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 $374-million (U.S.).

Multilateral Instrument 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 MI 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 per cent 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 per cent 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 Corp.

Perpetua Resources, 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 $59.2-million (U.S.) in Defense Production Act Title III funding to advance construction readiness and permitting of the Stibnite gold project. Antimony trisulphide from Stibnite is the only known domestic reserves of antimony that can meet U.S. defence needs for many small arms, munitions and missile types.

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