8-K - PPTA - Equibles

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):October 27, 2025

Perpetua Resources Corp.

(Exact name of registrant as specified in its charter)

British Columbia	001-39918	98-1040943
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
405 S. 8th Street, Ste. 201<br><br> <br>Boise, Idaho	83702
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone

number, including area code: (208) 901-3060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	PPTA	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. ¨

Item 1.01	Entry into a Material Definitive Agreement

Investor Rights Agreements

In connection with the closing of the Private Placement and pursuant to the terms of the Subscription Agreements (as defined and described in Item 3.02), Perpetua Resources Corp. (the “Company”, “we”, “us”, “our”) entered into separate investor rights agreements with each of Agnico Eagle Mines Limited (“Agnico”), and JPMorgan Chase Funding Inc., an affiliate of JPMorgan Chase & Co. (“JPMorgan”), respectively (each an “Investor Rights Agreement”) on October 28, 2025.

The Investor Rights Agreement with Agnico provides Agnico with certain rights, including the following: (i) a participation right in future equity offerings, subject to certain exceptions, that will allow Agnico to maintain or acquire, as applicable, up to the greater of: (x) an Ownership Percentage (as defined in the Agnico Investor Rights Agreement) that is the same as the Ownership Percentage that Agnico had immediately prior to completion of such offering; and (y) an Ownership Percentage equal to 9.99%, in each case after giving effect to the offering; (ii) the right to top up its Ownership Percentage to the aforementioned thresholds following cumulative dilutive issuances of 1.0%, subject to certain exceptions; (iii) reasonable access to certain scientific and technical data and reports of the Company; (iv) creation of a joint technical and exploration advisory committee, with equal representation from both the Company and Agnico, with respect to technical matters in connection with the development and exploration of the Stibnite Gold Project; and (v) provisions with respect to technical assistance Agnico may provide from time to time, including customary indemnity provisions with respect thereto. The Agnico Investor Rights Agreement terminates immediately upon Agnico’s Ownership Percentage falling below 1.5%.

The Investor Rights Agreement with JPMorgan provides JPMorgan with certain rights, including the following: (i) a participation right in future equity offerings, subject to certain exceptions, that will allow JPMorgan to maintain or acquire an Ownership Percentage (as defined in the JPMorgan Investor Rights Agreement) that is the same as the Ownership Percentage that JPMorgan had immediately prior to completion of such offering and (ii) reasonable access to certain scientific and technical data and reports of the Company. The JPMorgan Investor Rights Agreement terminates immediately upon JPMorgan’s Ownership Percentage (as defined in the JPMorgan Investor Rights Agreement) falling below 1.5%.

Registration Rights Agreement

In connection with the closing of the Private Placements and pursuant to the terms of the Subscription Agreements described below in Item 3.02, the Company, Agnico and JPMorgan executed and delivered a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to register the resale of the Private Placement Shares and Warrant Shares (each as defined below) in accordance with the Securities Act of 1933, as amended (the “Securities Act”). The Registration Rights Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions.

The foregoing descriptions of the terms of the Investor Rights Agreements and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of each of the foregoing documents, which are filed as Exhibits to this Current Report, and incorporated by reference herein.

Item3.02	Unregistered Sales of Equity Securities

On October 27, 2025, the Company entered into subscription agreements (the “Subscription Agreements”) with Agnico and JPMorgan, respectively, pursuant to which the Company agreed to sell and issue, for aggregate gross proceeds of US$255 million (i) 10,944,205 common shares, no par value, of the Company (“Common Shares” and such Common Shares to be issued and sold, the “Private Placement Shares”) at a price of US$23.30 per Common Share, 7,725,321 to Agnico and 3,218,884 to JPMorgan; and (ii) Common Share purchase warrants (the “Warrants”) to purchase up to an aggregate of 4,053,408 Common Shares at the prices and on the terms and conditions set forth therein and described below (the “Private Placement”). The Subscription Agreements contain customary representations, warranties and agreements by the Company, on the one hand, and by Agnico and JPMorgan and customary closing conditions. After giving effect to the issuance of the Private Placement Shares, and assuming the full exercise of the Warrants, (i) Agnico would own approximately 8.6% of the issued and outstanding Common Shares, and (ii) JPMorgan would own approximately 3.68% of the Common Shares. The Private Placements closed on October 28, 2025.

The terms of the Warrants are set forth in warrant certificates delivered at closing and entitle Agnico and JPMorgan to acquire 2,861,229 and 1,192,179 Common Shares, respectively (the “Warrant Shares”). Each investor’s Warrants were issued in three tranches, with one-third expiring on each of the first, second and third anniversaries of the closing date. The one-, two- and three-year Warrants will be exercisable at prices of $31.46, $34.95 and $38.45 per Common Share, respectively. The Warrants are subject to repurchase by the Company if the closing price of the Common Shares exceeds 130% of the respective exercise prices of each tranche of Warrants for a specified period and a registration statement covering the Warrant Shares is effective. The warrant certificates contain customary adjustment provisions in connection with, among other things, (i) share splits and distributions, (ii) rights offerings and (iii) certain events involving a capital reorganization, reclassification, combination or merger of the Company.

The Private Placement Shares and Warrants, and the Warrant Shares to be issued upon exercise of the Warrants, were offered in reliance upon an exemption from the registration requirement of the Securities Act, pursuant to Section 4(a)(2) thereof, applicable state securities laws and upon the exemption in section 602.1 of the TSX Company Manual, in respect of each of the Private Placement, as an eligible interlisted issuer. The issuances of the Private Placement Shares and Warrants have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The foregoing description of the terms of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the forms of Warrant, which is filed as an Exhibit to this Current Report, and incorporated by reference herein.

The Company intends to use

the proceeds from the Private Placement, together with cash on hand and anticipated funding from the previously announced application for up to US$2 billion in project financing submitted to the Export-Import Bank of the United States (“EXIM”) in May 2025, for development of the Stibnite Gold Project, exploration activities, working capital and general corporate purposes.

Item8.01	Other Events

Breaking Ground on the Stibnite Gold Project

In September 2025, the

United States Forest Service (“USFS”) delivered to the Company a conditional Notice to Proceed (the “NTP”), recognizing that the Company has satisfied the requirements of the Record of Decision (“ROD”) published by the USFS in February 2025 necessary to commence Project construction and stating that the Project may begin construction conditioned only upon posting the required financial assurance for the Project. In advance of issuing the NTP, the USFS, Idaho Department of Lands (“IDL”) and U.S. Army Corps of Engineers (“USACE”) entered into an agreement establishing the required aggregate financial assurance for construction activities subject to the regulatory approvals issued by those agencies (and the Idaho Department of Environmental Quality (“IDEQ”)) and creating procedures for joint administration of this financial assurance. Subsequently, on October 21, 2025, the Company announced that it broke ground on early works construction for the Stibnite Gold Project after posting the required joint construction phase financial assurance and receiving notice from the USFS that the requirements of the ROD necessary to start construction had been satisfied, the Plan of Operations for the Project had been signed, and the Project could enter construction subject to the conditions and limitations set forth in the USFS notice. The Company also received notice from the IDL confirming that the approved construction phase financial assurance had been posted and the Company may commence construction on the Project, subject to the conditions and limitations set forth in the IDL notice.

Financial Assurance

In connection with the approvals

and notices of the USFS, IDL and USACE referenced above, the Company posted a reclamation surety bond in the approximate amount of $139 million to satisfy its aggregate obligations to provide joint construction phase financial assurance to the USFS, USACE, IDL and IDEQ as required by regulatory authorizations from these agencies, including the USFS ROD for the Project and the IDL’s approval of the reclamation plan and permanent closure plan for the Project. The Company also posted approximately $4 million in financial assurance via a letter of credit in favor of the USACE to satisfy separate financial assurance requirements for off-site mitigation under the Clean Water Act Section 404 permit. Also, pursuant to approvals from the Idaho Department of Water Resources (“IDWR”), the Company is negotiating a letter of credit in the approximate amount of $16 million to satisfy a separate financial assurance requirement of that agency relating to its approval of the first stage of the dam for the tailings storage facility (“TSF”).

To facilitate satisfaction of these construction phase financial assurance requirements, in October 2025, the Company entered into multiple related financial agreements consisting of the above-mentioned surety bond and a related indemnity agreement with the surety provider; a credit facility and standby letter of credit in favor of the surety provider; and additional arrangements to support letters of credit in favor of the USACE and, when needed, IDWR for the separate financial assurance requirements (collectively, the “current financial assurance package”). The terms and conditions of the current financial assurance package with the surety provider require the Company to, among other things, maintain at least $200 million in aggregate collateral, cash and marketable securities, satisfy other collateral maintenance requirements and maintain compliance with reporting requirements and certain other covenants. The agreements with the bank providing the letters of credit also have customary credit facility requirements. The Company expects to replace the current financial assurance package with other non-cash financial assurance arrangements prior to or in connection with finalizing the full financing package for the Project. However, there can be no assurance that the Company will be able to replace the current financial assurance package on acceptable terms and on the anticipated timeline, or at all. Additionally, the Company’s future reclamation costs, whether in the construction phase or operations phase of the Project, may exceed the financial assurances the Company then has posted, which may require additional financial assurance to be provided to federal and state agencies, and those additional assurances may ultimately be unavailable to the Company. See “Risk Factors — “Mine closure and reclamation regulations and certain permits required to construct and operate mines include requirements that we provide financial assurance supporting our future reclamation obligations. The costs of providing financial assurance could significantly increase and we might not be able to provide financial assurance in the future.”

EXIM Debt Financing

As previously disclosed, in April 2024 EXIM extended a non-binding

LOI to the Company for potential debt financing of up to $1.8 billion through EXIM’s Make More in America initiative (“MMIA”) and the China and Transformational Exports Program (“CTEP”). On May 23, 2025, the Company announced that it had submitted its formal application to EXIM for potential debt financing of up to $2.0 billion. The increase in the application amount to $2 billion reflects the increase in the estimated number of job-years indicated by the Financial Update and basic engineering work completed in the first quarter of 2025. On September 8, 2025, the Company announced that it received a preliminary, non-binding indicative financing term sheet from EXIM, as part of a Preliminary Project Letter (“PPL”) conveying EXIM’s initial due diligence findings to the Company. Along with the preliminary indicative term sheet, the PPL provides a summary of EXIM’s initial due diligence findings of the Project to date. The Company continues to work with EXIM to advance the project through the next stages of EXIM’s due diligence and loan application process. The Company currently anticipates final consideration from the EXIM board of directors by the spring of 2026. A funding commitment, if any, is conditional upon successfully completing the due diligence and underwriting process, and, if approved, may not be for the full amount indicated in the LOI or the PPL. If the due diligence process is successful, the Company anticipates closing the debt financing in 2026. The Company is also in discussions with certain other government agencies regarding the possibility of securing additional debt facilities to fund any cost overruns that may be incurred in connection with the development and construction of the Project; however, there is no assurance that such discussions will result in any financing commitments. See “Risk Factors — The issuance of a final financing commitment from EXIM is subject to EXIM’s underwriting criteria, authorization process, finalization and satisfaction of terms and conditions, and the amount and timing of such funding, if any, is uncertain and subject to conditions outside the Company’s control.”

Early Project Construction Activities

In connection with breaking ground on the Stibnite Gold Project and moving into the initial construction phase for the Project, the Company has issued a request for proposal (“RFP”) to assess the technical and economic feasibility of multiple emerging potential off-site processing facilities from third parties to secure antimony for domestic uses. The RFP review process will evaluate companies on potential production capacity, capitalization, reliability, environmental track record, creditworthiness, production readiness, and the ability to meet end users’ product requirements and market needs, among other factors. The Company intends to make a final selection in the fourth quarter of 2025, subject to due diligence review. In August 2025, the Company’s wholly owned subsidiary, Perpetua Resources Idaho, Inc. (“PRII”), also entered into a worker housing camp supply and installation agreement (the “ATCO Agreement”) with ATCO Structures & Logistics (USA) Inc. for the design, construction and installation of a 1,010 person turnkey camp accommodation and site package for the Project for a contract price of $131.7 million. Pursuant to the terms of the ATCO Agreement and certain stipulations, which the Company voluntarily entered into in connection with the lawsuits challenging the USFS ROD in exchange for the plaintiffs’ commitments not to seek a preliminary injunction, the on-site work relating to the worker housing camp through February 1, 2026 will be limited to preparation of the camp area (e.g., grading, installation of drainage and erosion controls) and supporting maintenance and improvement activities of certain roads. The ATCO Agreement includes standard provisions allowing for equitable adjustments to such contract price, including in connection with certain tax events, scope modifications, or demobilization exclusions at PRII’s election, and also includes customary indemnification, limitation of liability, insurance, reporting, and dispute resolution provisions.

CFO Succession

On October 1, 2025, the Company announced that Jessica Largent notified the Company’s Board of Directors of her intent to step down from her role as Chief Financial Officer and as a member of the Board of Directors of the Company, effective October 1, 2025, and to retire on January 2, 2026, having served in key financial roles to shepherd the Stibnite Gold Project through permitting and early financing. Effective October 1, 2025, the Board of Directors appointed Mark Murchison to succeed Ms. Largent as Chief Financial Officer. Mark Murchison joins the Company with over 25 years of experience in metals and mining, including seven years as Chief Financial Officer of Alacer Gold (“Alacer”), 12 years in various financial leadership roles at Rio Tinto and, most recently, US Vanadium, a private vanadium producer based in Arkansas, where he served as Chief Financial Officer and Secretary since 2022. Mr. Murchison has significant experience in capital project management, including raising project finance and managing capital allocation and a significant mine expansion project during his tenure at Alacer.

Legal Proceedings

On August 29, 2025 the

Nez Perce Tribe filed a lawsuit against the USFS, United States Department of Agriculture (“USDA”), and other federal agencies in the United States District Court for the District of Idaho the challenging the USFS ROD and other approvals by the USFS and other federal agencies in connection with the Stibnite Gold Project and alleging violations of the National Environmental Policy Act (“NEPA”) and other federal statutes, regulations, rules, and requirements in the regulatory review and approval process in of the Project. Among other remedies, the Tribe seeks to vacate the USFS ROD, the Final Environmental Impact, Final Biological Opinions, and other approvals and to enjoin any further implementation of the Project. PRII filed a motion to intervene in this lawsuit, which was granted by the District Court on September 4, 2025. A scheduling order has not been entered in this case.

The U.S. District Court on October 2, 2025 issued a general order staying all civil cases listed in order due to the partial shutdown of the federal government over appropriations for the government (the “October Order”). The list included both this above-mentioned lawsuit filed by the Nez Perce Tribe and the lawsuit filed against USFS, USDA, and other federal agencies on February 18, 2025 by a number of claimants, including Save the South Fork Salmon and the Idaho Conservation League, also alleging violations of NEPA and other federal statutes, regulations, rules, and requirements in the regulatory review and approval process in connection with the Stibnite Gold Project. This stay does not affect the validity of the USFS ROD or any of the other approvals challenged in the either of these lawsuits in connection with the Stibnite Gold Project, and all such approvals remain in effect.

Before the District Court entered its October Order in the two lawsuits challenging the USFS ROD, the Company entered into voluntary stipulations with the plaintiffs in both cases that place certain restrictions on the construction of the Stibnite Gold Project until February 1, 2026. In exchange for the Company’s commitments to these restrictions, the plaintiffs in each case agreed not to seek a preliminary injunction against development of the Project in conformance with the stipulations during the restriction period until February 1, 2026. These stipulations were filed with the District Court before the October Order was entered.

The Idaho Board of Environmental Quality (“Board”) on May 27, 2025 released its final order upholding the air permit to construct (“PTC”) issued by the IDEQ in June 2022 and denying certain petitioners’ appeal from various administrative proceedings with respect to the PTC. The Board on June 27, 2025 denied the petitioners’ motion for reconsideration. Thereafter, the petitioners filed a petition for judicial review in the Idaho state district court for the County of Ada against the Board and IDEQ seeking to set aside the PTC as violative of applicable law and challenging the decisions of the Board upholding the PTC. IDEQ and the Board thereafter moved to dismiss the complaint on procedural grounds, and the court denied that motion and allowed the petitioners to amend their petition. The petitioners’ amended petition, which names the Company as well as IDEQ and the Board as defendants, was served on the Company on or about September 23, 2025. A scheduling order has not been entered by the court regarding the amended petition.

Risk Factor Update

The following risk factors are provided to update and supplement the risk factors of the Company previously disclosed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and the Company’s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025 and June 30, 2025.

Our largest shareholder has significantinfluence on us and may also affect the market price and liquidity of our securities.

Paulson holds in the aggregate 30.1% of the outstanding shares in Perpetua as of October 21, 2025. After giving effect to the Private Placement, Paulson will hold 27.3%, Agnico will hold 6.5% and JPMorgan will hold 2.7% of the outstanding common shares of the Company (without giving effect to exercise of any Warrants). Accordingly, Paulson will continue to have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, and the sale of all or substantially all of our assets and other significant corporate actions. The concentration of ownership of the common shares by Paulson may: (i) delay or deter a change of control of the Company; (ii) deprive shareholders of an opportunity to receive a premium for their common shares as part of a sale of the Company; and (iii) affect the market price and liquidity of the common shares. Pursuant to the terms of the Amended and Restated Investor Rights Agreement dated March 17, 2020 between Paulson, Idaho Gold Resources Company, LLC (wholly-owned subsidiary of the Company) and the Company (the “Paulson IRA”), Paulson has the right to designate two Board members so long as Paulson holds not less than 20% of our common shares and the right to designate one Board member so long as Paulson holds not less than 10% of our common shares. Marcelo Kim and Andrew Cole are Paulson’s nominees to the Board and Marcelo Kim was appointed Chairman of our Board in March of 2020.

As long as Paulson maintains its shareholdings in the Company, Paulson will have significant influence in determining the members of the Board. Without the consent of Paulson, we could be prevented from entering into transactions that are otherwise beneficial to us. The interests of Paulson may differ from or be adverse to the interests of our other shareholders. The effect of these rights and Paulson’s influence may impact the price that investors are willing to pay for our shares. If Paulson or its affiliates sell a substantial number of our common shares in the public market, the market price of the common shares could fall. The perception among the public that these sales will occur could also contribute to a decline in the market price of our common shares.

Additionally, under the terms of the Paulson IRA, the Agnico Investment Rights Agreement and the JPMorgan Investment Rights Agreement, Paulson, Agnico and JPMorgan have the right to participate pro rata in any equity offering by the Company, subject to certain exceptions.

We do not currentlyhave sufficient funds or committed financing necessary to fund the estimated capital cost of the Project, and we may be unable to raisethe necessary funds. Financing that we enter into to fund the Project may subject us to restrictive covenants, significant debt servicecosts or otherwise affect the value of the Project.

On October 21, 2025, we announced that we broke ground on the Stibnite Gold Project after posting construction phase financial assurance for the Project as required by the agreement among the USFS, USACE and IDL and receiving clearance from those agencies to commence construction subject to the terms stated in those clearances. According to the Financial Update, as of December 31, 2024, the total initial capital cost estimate for the Project was approximately $2,215 million, excluding debt service and other financing costs.

We do not currently have sufficient funds or committed financing to fund the estimated capital cost of the Project and our ability to obtain sufficient funds or committed financing on acceptable terms, or at all, may be impacted by various factors, including, but not limited to, market conditions or commodity pricing; unfavorable interest rates; regulatory uncertainty; the incurrence of additional debt, which may be subject to certain restrictive covenants; and permitting delays, challenges to our existing permits, ability to post financial assurance for operations following completion of construction or other unforeseen issues relating to our existing or future permits. The cost and terms of such financing, if obtained, may significantly reduce the expected benefits from development of the Project and/or render such development uneconomic, including by imposing restrictive covenants; limiting our ability to control certain property or development decisions as a result of our entry into joint ventures or other similar arrangements; the loss of certain economic benefits of our property as a result of our entry into royalty or similar agreements; or dilution to existing shareholders resulting from additional equity financing.

As part of our previously announced, comprehensive financing package, in May 2025 we submitted a formal loan application to EXIM for debt financing in the amount of $2.0 billion to finance construction of the Project and received a preliminary, non-binding indicative financing term sheet in September. However, there can be no assurance that our application will be granted or that, if granted, any funding provided by EXIM will be sufficient for us to construct the Project. See “— The issuance of a final financing commitment from U.S. EXIM is subject to U.S. EXIM’s underwriting criteria, authorization process, finalization and satisfaction of terms and conditions, and the amount and timing of such funding, if any, is uncertain and subject to conditions outside the Company’s control.”. If our financing application is not approved or, if approved, such financing is not sufficient for us to construct the Project, we may need to incur debt from other financing sources to fund the estimated capital cost of the Project. The terms of any potential debt financing may impose operating and financial restrictions on us and our subsidiaries, which may limit our ability to respond to changing business and economic conditions. For example, any such debt financing may contain restrictive covenants that limit our ability to incur additional indebtedness, make particular types of investments, incur certain types of liens, engage in fundamental corporate changes, enter into transactions with affiliates, make substantial asset sales, make certain restricted payments, enter into amendments or waivers to certain agreements, conduct certain sale leasebacks or enter into certain burdensome agreements. These covenants could adversely affect our ability to finance our future operations or capital needs or to execute preferred business strategies. In addition, complying with these covenants may make it more difficult for us to successfully execute our business strategy and compete against companies who are not subject to such restrictions.

Our failure to obtain sufficient financing could result in the delay or indefinite postponement of development, construction, or production at the Project. There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be favorable. Our failure to obtain financing could have a material adverse effect on our growth strategy and results of operations and financial condition.

The issuance of a finalfinancing commitment from EXIM is subject to EXIM’s underwriting criteria, authorization process, completion of due diligence andloan documentation, finalization and satisfaction of terms and conditions, and the amount and timing of such funding, if any, is uncertainand subject to conditions outside the Company’s control.

On April 8, 2024, the Company announced that it received a non-binding and conditional LOI from EXIM for potential debt financing of up to $1.8 billion through EXIM’s MMIA initiative and the CTEP. On May 23, 2025, the Company announced that it had submitted its formal application to EXIM the for potential debt financing of up to $2.0 billion. More recently, on September 8, 2025, the Company announced that it received a preliminary, non-binding indicative financing term sheet from EXIM, as part of a PPL conveying EXIM’s initial due diligence findings to the Company. The LOI, PPL and indicative term sheet are non-binding and conditional and do not represent a financing commitment. A funding commitment, if any, is conditional upon successfully completing the due diligence and underwriting process, which may not be completed on the expected timeline, or at all. If the Company’s application is approved, there can be no assurance that the EXIM financing will be for the full amount indicated in the LOI or the increased amount requested in the application, or that the approved EXIM financing will be sufficient for the Company to construct the Project. Further, release of funding under any such commitment would be subject to the satisfaction of certain conditions and covenants by the Company. There can be no assurance that the Company will be able to successfully satisfy any or all of such conditions on the expected timeline, or at all, and the amount and timing of such funding, if any, is uncertain and subject to conditions outside the Company’s control.

The application review process is controlled by EXIM and is subject to the procedures, priorities and staffing of the agency, including in connection with any shutdowns of the federal government. As a result, the Company’s application may not be reviewed or processed on the Company’s preferred or expected timeline, and funds may not be available when needed to commence construction. Furthermore, EXIM funding is subject to the priorities of the federal government, which may result in changes to the amount, timing or conditions of funding. Even if approved, the terms of any EXIM funding may not be on acceptable terms or may be subject to conditions that the Company is unable to satisfy. If the Company is unable to secure EXIM financing, it may be unsuccessful in obtaining other project financing when needed or to commence construction on the Project.

We require variouspermits to complete construction and commence operation of the Project and continue any future operations, and delays or a failure toobtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impacton us.

We have received all federal and state permits needed to advance the Project into the initial construction phase, and in October 2025 we received confirmation from the USFS, IDL and USACE that we satisfied the remaining conditions under such permits to commence such initial construction. However, our current and anticipated future operations, including further development and construction activities and commencement of operations on the Project, require additional authorizations from various federal, state and local governmental authorities in the United States that we will need to obtain in the future. For example, the Company’s current construction plans include certain activities for which financial assurance must be posted with the IDWR. The financial assurance instrument proposed by the Company remains under review by the IDWR. Also, in addition to providing construction phase financial assurance in favor of federal and state agencies to satisfy the requirements of applicable federal and state law and the requirements of various governmental approvals, it is expected that additional financial assurance in favor of federal and state agencies in respect of Project operations after construction is completed will be required by the relevant agencies when the Company moves from the construction phase to the operations phase of the Project. Further, certain additional permits, beyond those necessary to initiate construction, will be required from federal and state agencies as part of the Company’s full construction plan. There can be no assurance that such regulatory authorizations will be obtainable on reasonable terms, when expected or at all. Furthermore, permitting requirements can be costly to comply with and involve extended timelines. Permitting delays, failure to obtain such permits, or a failure to comply with the terms of any United States federal, state or local permits that we have obtained or successful legal challenges to the issuance of permits we have obtained, could have a material adverse impact on us.

Although the Project was included on the United States’ FAST-41 list of priority projects, such inclusion may be reconsidered based on updated information and does not imply endorsement of or support for the Project by the federal government, or create a presumption that the Project will receive any required outstanding regulatory approvals or favorably reviewed by any agency, or receive federal funding.

The duration and success of efforts to obtain, maintain, and renew permits are contingent upon many variables not within our control. Shortage of qualified and experienced personnel in the various levels of government could result in delays or inefficiencies. Backlog within the permitting agencies could affect the permitting timeline of the various projects. Other factors that could affect the permitting timeline include

(i) the number of other large-scale projects currently in a more advanced stage of development which could slow down the review process, (ii) significant public response regarding the Project or any future projects the Company undertakes, and (iii) the initiation and disposition of legal proceedings challenging the Project or any regulatory approvals required for it. Additionally, to the extent that we are granted necessary permits, we will may be subject to a number of Project requirements or conditions, including, but not limited, to the installation or undertaking of programs to protect air and water quality and to safeguard protected species and their habitat, sites, or otherwise limit the impacts of our operations. Various permits will require the Company to provide bonding or other financial assurance to federal and state agencies to assure the Company complies with Project requirements, including requirements relating to reclamation of disturbances or impacts to the environment caused by the Project. Previously obtained permits may be suspended or revoked for a variety of reasons. While we strive to obtain and comply with all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition, such as increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the potential for litigation or regulatory action, and damage to our reputation.

Mine closure and reclamationregulations and certain permits required to construct and operate mines include requirements that we provide financial assurance supportingour future reclamation obligations. The costs of providing financial assurance could significantly increase and we might not be able toprovide financial assurance in the future.

We are required by United States federal and state laws and regulations to reclaim our mining properties. The specific requirements may change and vary among jurisdictions, but they are similar in that they aim to minimize long term effects of exploration and mining disturbance by requiring the control of pollutants and other possible deleterious substances, re-establishment to some degree of pre-disturbance land forms and vegetation, and restoration of natural resources. The Company’s approved mine plans also include certain commitments to address legacy conditions at the Project site created by historical mining operations of other mining companies and to restore to some degree natural and environmental resources to conditions existing before those historical mining operations. Such commitments in the approved mine plans are included within the Company’s financial assurance obligations. We are currently required, and may in the future be subject to additional requirements, to provide bonding or other financial assurance as security for reclamation costs, which may exceed our estimates for such costs. In addition, we may enter into various financial agreements to satisfy financial assurance requirements, and the terms of such agreements may impose certain restrictions on us or require us to post cash collateral. For example, we posted a reclamation surety bond in the approximate amount of $139 million in construction phase financial assurance in order to satisfy joint requirements of USFS, IDL, USACE, and IDEQ under applicable federal and state law prior to commencing construction of the Project. The Company also posted approximately $4 million in financial assurance via a letter of credit in favor of the USACE to satisfy separate financial assurance requirements for off-site mitigation under the Clean Water Act Section 404 permit. Also, pursuant to approvals from the IDWR, the Company is negotiating a letter of credit in the approximate amount of $16 million to satisfy a separate financial assurance of that agency. To facilitate satisfaction of these construction phase financial assurance requirements, in October 2025 we entered into multiple related financial agreements consisting of the above-mentioned surety bond and a related indemnity agreement with the surety provider; a credit facility and a standby letter of credit in favor of the surety provider; and additional arrangements to support letters of credit in favor of the USACE and, when needed, IDWR for the separate financial assurance requirements The terms and conditions of the current financial assurance package with the surety provider require us to, among other things, maintain at least $200 million in aggregate collateral, cash and marketable securities, satisfy other collateral maintenance requirements and maintain compliance with reporting requirements and certain other covenants. The agreements with the bank providing the letters of credit also have customary credit facility requirements. Compliance with the collateral maintenance requirements of the current financial assurance package may strain our financial resources or otherwise reduce liquidity that would otherwise be available for other uses and, therefore, may have an adverse impact on our financial condition. Furthermore, a claim on the surety bond or a breach of our covenants in favor of the surety provider under or our failure to fulfill our obligations under the related indemnity agreement entitles the surety to demand collateral up to 125% of the aggregate penal sum of all outstanding bonds, plus associated costs and expenses. Similarly, a breach of our covenants or other obligations under the credit facility supporting the lenders of credit constituting an event of default enables the bank to accelerate repayment and enforce collateral rights. Any such collateral demand or acceleration would adversely affect our financial condition and may have the effect of delaying the progress of development of the Project.

We expect to replace the current financial assurance package with other non-cash financial assurance arrangements prior to or in connection with finalizing the full financing package for the Project. However, there can be no assurance that we will be able to replace the current financial assurance package on acceptable terms and on the anticipated timeline, or at all. Additionally, our future reclamation costs, whether in the construction phase or operations phase of the Project, may exceed the financial assurances we post, which may require additional financial assurance to be provided to federal and state agencies, and those assurances may ultimately be unavailable to us.

We have no historyof commercially producing precious metals from our mineral properties and there can be no assurance that we will successfully establishmining operations or profitably produce precious metals.

We have only recently commenced construction of the Project, and we have no ongoing mining operations or revenue from mining operations. Mineral development and mine construction have a high degree of risk and few properties that are explored are ultimately developed into producing mines. The successful development of the Project will require obtaining committed financing, the completion of a multi-year construction process and operation of mining areas, processing facilities and related infrastructure, as well as ongoing compliance with and maintenance of federal, local and state permits and financial assurance requirements. As a result, we are subject to all of the risks associated with establishing new mining operations and business enterprises, including, among others:

·	The need to obtain and maintain<br>environmental and other governmental approvals and permits, the timing and conditions of those approvals and permits, and challenges,<br>including litigation, to the issuance of such approvals and permits;
·	The need to maintain financial<br>assurance in favor of federal and state agencies required under applicable statutes, regulations and permits for the construction phase<br>of the Project and to obtain additional financial assurance for the operations phase of the Project;
·	The potential that future<br>exploration and development of mineral claims on or near the Project site may be impacted by litigation and/or consent decrees entered<br>into by previous owners of mineral rights;
·	The availability and cost<br>of funds necessary to finance construction and development activities;
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·	The timing and cost, which<br>can be considerable, of the construction of mining and processing facilities, as well as other related infrastructure;
·	Opposition from Native American<br>tribes, non-governmental organizations, environmental groups or local groups, including the initiation of legal proceedings in courts<br>or before administrative bodies, which may delay or prevent permitting, development, exploration, construction and operation activities;
·	Potential increases in construction<br>and operating costs due to changes in the cost of labor, fuel, power, materials and supplies, services, and foreign exchange rates;
·	The availability and cost<br>of skilled labor and mining equipment; and
·	The availability and cost<br>of appropriate smelting and/or refining arrangements.

The costs, timing and complexities of mine construction and development are increased by the remote location of the Project, with additional challenges related thereto, including access, water and power supply, and other support infrastructure. The lack of availability of such infrastructure on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay further development of the Project. Cost estimates have in the past and may in the future increase significantly as more detailed engineering work and studies are completed and as construction activities progress. We do not have an operating history upon which we can base estimates of future operating costs; thus, actual capital costs, operating costs, production and economic returns may differ significantly from those we have anticipated and there are no assurances that any current or future development activities will result in profitable mining operations. New mining operations commonly experience unexpected costs, problems and delays during development, construction, and mine start-up. In addition, delays in the commencement of mineral production often occur. Furthermore, a significant drop in commodity prices over a sustained period of time could render the Project not economically viable or limit our ability to maintain operations. Accordingly, there are no assurances that our activities will result in profitable mining operations, that we will successfully establish mining operations, or that we will profitably produce precious metals at the Project.

In addition, there is no assurance that our mineral exploration activities will result in any discoveries of new ore bodies. If further mineralization is discovered, there is also no assurance that the commercial production of the mineralized material would be economical. Discovery of mineral deposits is dependent upon a number of factors and significantly influenced by the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon a number of factors which are beyond our control, including the attributes of the deposit, commodity prices, government policies and regulation, and environmental protection requirements.

Construction of minefacilities is subject to all of the risks inherent in construction and start-up, including delays and costs of construction in excessof our projections.

Construction of mine facilities is inherently risky and subject to many risks, many of which are beyond our control, that could delay or prevent the completion of, or significantly increase the costs of construction of, the Stibnite Gold Project, including:

·	Design, engineering, procurement<br>and construction difficulties or delays, including unusual or unexpected geologic formations and conditions;
·	Availability of materials,<br>equipment and labor;
·	Cost overruns, including<br>due to inflation or tariffs;
·	Our failure or delay in<br>obtaining necessary legal, regulatory and other approvals and permits;
·	Failure to obtain or delays<br>in obtaining project construction financing;
·	Interruptions in the supply<br>of the necessary equipment, construction materials or labor, or an increase in their price;
·	Injuries to persons and<br>property;
·	Opposition of local and<br>or non-governmental-organization interests, including litigation and/or contested administrative proceedings; and
·	Natural disasters, inclement<br>weather, accidents, political unrest, or unforeseen events.

If any of the foregoing events or other unforeseen events were to occur, our financial condition could be adversely affected and we may be required to seek additional capital, which may not be available on commercially acceptable terms, or at all. If we are unable to complete construction of the Project, we may not be able to recover any costs already incurred. Even if construction of the Project is completed on the expected timeline, the costs could significantly exceed our expectations and result in a materially adverse effect on our business, results of operations, financial condition, and cash flows.

Our operations, includingpermits, currently are and in the future may be subject to legal challenges, which could result in adverse impacts to our business andfinancial condition.

Our mining, exploration, and development operations, including Project construction and operations and the regulatory authorizations required for such activities, may be subject to legal challenges at the international, federal, state, and local level by various parties. Such legal challenges may allege non-compliance with laws and regulations by regulatory agencies or the Company and may seek to invalidate permits or regulatory actions regarding the Project or future projects undertaken by the Company. For example, on February 18, 2025, following the USFS’ publication of its ROD and FEIS authorizing the Project, subject to conditions such as approval of the mine plan of operations and other plans and posting of required financial assurance, claims were filed in the U.S. District Court for the District of Idaho against the USFS and other federal agencies by a number of claimants. The claims allege, among other things, violations of NEPA and other federal laws in the regulatory process and seeks to vacate key governmental permits and Project approvals and enjoin any further implementation of the Project. On August 29, 2025, the Nez Perce Tribe filed similar claims against the USFS and other federal agencies in the U.S. District Court for the District of Idaho challenging the USFS ROD and other federal authorizations relating to the Project. The Court has granted PRII’s motion to intervene in both lawsuits. Other legal challenges in federal or state judicial or legal proceedings have been instituted, including a lawsuit in Idaho state court appealing from the issuance of an air permit to the Company for the Project by the IDEQ and a state administrative contested case proceeding challenging the IDEQ’s Clean Water Act Section 401 water quality certification. While the Company believes the federal and state regulatory processes in respect of the Project have been conducted thoroughly and completely by the relevant regulatory agencies, there can be no assurance that the USFS ROD, FEIS and other Project approvals will be upheld upon administrative or judicial review or that such proceedings will be resolved in a timely manner. Also, timing with respect to the decisions in these legal challenges is uncertain.

Additionally, our Project

is located in a mining district with significant impacts from legacy mining operations of other mine operators prior to our acquisition of legal interests in certain properties. Pursuant to CERCLA and other statutes, there is a risk that we may be subject to liability and remediation responsibilities with respect to these sites under applicable law, consent decrees or similar agreements. The Company is currently party to an Administrative Settlement and Order on Consent (“ASAOC”) with the U.S. Environmental Protection Agency and U.S. Department of Agriculture issued pursuant to CERCLA. In the ASAOC, the Company agreed voluntarily to undertake specified response actions under an approved scope of work with respect to certain impacts from legacy mining operations. The response actions performed to date by the Company do not address all legacy conditions at the Project site, and it is uncertain whether the Company and the federal agencies will agree on additional scopes of work and if not, what, if any, regulatory or legal actions may be taken by the federal agencies. Also, the Company is subject to certain restrictions on the use of the Project mine site under the ASAOC and certain other consent decrees and agreements previously entered into by third parties and governmental authorities related to legacy ming impacts at the Project site.

Lawsuits and legal challenges to governmental permits and Project approvals, such as those described above and in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our Quarterly Reports on Form 10-Q, as well as legal proceedings or administrative challenges that may be brought in the future, may result in adverse impacts to our planned operations such as increased defense costs (to the extent we are a party to such challenges), the performance of additional mitigation and remedial activities, loss or modification permits for the Project, significant delays to our Project or increases to the construction or operating costs of the Project. We may also be subject to national or more localized opposition, including efforts by environmental groups, which could attract negative publicity or have an adverse impact on our reputation. Additionally, due to the nature of our business and our status as a publicly traded company, we may be subject to regulatory investigations, claims, lawsuits and other proceedings, including proceedings related to claims brought pursuant to federal securities laws, in the ordinary course of our business. The results of these or other legal proceedings that may arise cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal. There can be no assurances that these matters will not have a material adverse effect on our business.

We depend on key personnelfor critical management decisions and to manage our business effectively.

We are dependent on the services of a relatively small number of key personnel, including our Chief Executive Officer, Chief Financial Officer and other highly skilled and experienced executives and personnel focused on managing our interests and the advancement of the Stibnite Gold Project, in addition to the identification of new opportunities for growth and funding. The loss of any of these key personnel, through incapacity, resignation or otherwise, and the process of onboarding and integration of replacement personnel could divert management’s attention, disrupt or otherwise compromise the pace and success of our construction and development activities or otherwise have an adverse effect on our operations.

Additionally, to successfully develop and construct the Project, we will need to significantly expand our team of employees and operational and support staff and hire additional contractors, and it may be difficult to attract or retain individuals with the appropriate background and expertise in a timely manner and without incurring significant additional costs. The expansion of our team may also have the effect of diverting management’s attention. If we are not able to hire, retain and integrate these new team members or if they do not perform adequately, our business may be harmed.

A prolonged UnitedStates federal government shutdown could materially and adversely affect our business and operations.

Any disruption in the operations of the United States federal government, including the current shutdown resulting from the failure of Congress to enact appropriations bills, could materially and adversely affect our business, operations and financial condition. The current federal government shutdown has resulted, and may continue for a prolonged period of time to result, in the furlough of federal employees, reduced availability of government services, and suspension or delay of activities by key agencies that regulate, provide services to or otherwise interact with our business, including the SEC, USFS, EXIM, the Bureau of Land Management and the U.S. Department of Labor’s Mine and Safety Health Administration. During this period, review and approval of our filings, applications, and submissions could be delayed, and we may be unable to access or rely upon certain government data or systems. In particular, it may lead to disruptions and delays in completing early construction activities. Additionally, it could delay or disrupt EXIM’s ongoing review of our loan application and the timing of any final funding commitment that may be issued if our application is approved, which could in turn impact our broader plans for financing construction and development activities of the Project. Furthermore, the current shutdown affects the federal courts, which has resulted in certain delays to date, and could cause future delays, with respect to the administration of the legal proceedings pending in the U.S. District Court in Idaho that challenge various federal approvals of the Project. Delays in the administration of the pending legal proceedings in federal court delay the final disposition of those cases, which in turn could delay or disrupt implementation of the Project.

In addition, the federal government shutdown may adversely affect the broader U.S. economy, investor confidence, and capital markets. Such conditions could negatively impact the liquidity or trading volume of our securities, which in turn could have a material adverse effect on our business, results of operations, and stock price. Accordingly, the current and any future federal government shutdown, lapse in federal funding or protracted budget impasse could materially and adversely affect our operations, financing capabilities and overall financial condition.

For as long as we arean “emerging growth company,” or a “smaller reporting company” we have not been required to comply with certainreporting requirements that apply to some other public companies. Once we no longer qualify as an emerging growth company and a smallerreporting company, our regulatory compliance costs and the demands placed upon our management are expected to increase.

Since we became a reporting issuer in the United States, we have been an “emerging growth company” and a “smaller reporting company” as defined under U.S. securities reporting rules and, as such, we were exempt from certain disclosure requirements applicable to other public companies that are not emerging growth companies or smaller reporting companies. Based on our market capitalization and public float as of June 30, 2025, we expect to lose our smaller reporting company status in the first quarter of 2026 and our emerging growth company status as of December 31, 2026. Therefore, once we lose our status as an emerging growth company and a smaller reporting company and after the expiration of the transition period available to issuers who have lost such status, we will no longer be able to take advantage of the reduced disclosure requirements currently available to us. Specifically, starting in 2027 we will be required to, among other things:

·	Have an auditor report on<br>our internal control over financial reporting pursuant to Sarbanes-Oxley;
·	Comply with any new or revised<br>financial accounting standards without an extended transition period;
·	Provide expanded disclosure<br>in our SEC filings, including, among other things, providing three, rather than two, years of audited financial statements in annual reports;
·	Include more detailed compensation<br>discussion and analysis in our filings under the Exchange Act; and
·	Hold a non-binding stockholder<br>advisory vote on executive compensation and stockholder approval of any “golden parachute” payments not previously approved.

In connection with the expected loss of our emerging growth company and smaller reporting company status, we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with expanded disclosure requirements and the requirements of Section 404 of the Sarbanes- Oxley Act. If an independent assessment of our internal controls detects material weaknesses, or if we are unable to assert that our internal controls over financial reporting are effective, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected, and we could become subject to litigation or investigations by Nasdaq, SEC or other regulatory authorities, which could require additional financial and management resources and could have a material adverse effect on our business, financial condition, and results of operations.

Cautionary Statement

Investors should be aware that the U.S. EXIMLetter of Interest (“LOI”), is non-binding and conditional, and does not represent a financing commitment. A funding commitment,if any, is conditional upon successfully completing the due diligence and underwriting process, which may not be completed on the expectedtimeline, or at all. If the Company’s application is approved, there can be no assurance that the U.S. EXIM financing will be forthe full amount indicated in the LOI or the increased amount requested in the application, or that the approved U.S. EXIM financing willbe sufficient for the Company to commence construction of the Stibnite Gold Project. Further, release of funding under any such commitmentwould be subject to the satisfaction of certain conditions and covenants by the Company.

Statements contained in this Current Reportthat are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-LookingInformation") within the meaning of applicable Canadian securities legislation and the United States Private Securities LitigationReform Act of 1995. Forward-Looking Information includes, but is not limited to, expected replacement of financial assurance arrangements.Forward-Looking Information are based on certain material assumptions and involve known and unknown risks, uncertainties and other factorswhich may cause the actual results, performance or achievements of the Company to be materially different from any future results, performanceor achievements expressed or implied by the Forward-Looking Information. For further information on these and other risks and uncertaintiessee the Company's filings with the SEC, which are available at www.sec.gov and with the Canadian securities regulators, which are availableat www.sedarplus.ca. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-LookingInformation contained in this Current Report to reflect events or circumstances after the date hereof or to reflect the occurrence ofunanticipated events.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Title or Description
4.1*	Registration Rights Agreement, entered into by and among the Company, Agnico and JPMorgan on October 28, 2025.
4.2	Form of Common Stock Purchase Warrant
10.1*	Investor Rights Agreement, entered into by and between the Company and Agnico on October 28, 2025.
10.2*	Investor Rights Agreement, entered into by and between the Company and JPMorgan) on October 28, 2025.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		PERPETUA RESOURCES CORP.
Dated: October 28, 2025	By:	/s/ Mark Murchison
		Mark Murchison
		Chief Financial Officer

Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 28, 2025 by and between Perpetua Resources Corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”) and the persons identified on Schedule A hereto (collectively, the “Investors” and, each individually, an “Investor”).

WHEREAS, the Company and each Investor are parties to respective Subscription Agreements dated as of October 27, 2025 (each individually, a “Subscription Agreement” and collectively, the “Subscription Agreements”), pursuant to which each such Investor is purchasing the Subscribed Shares and the Warrants; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Subscription Agreements, and pursuant to the terms of the Subscription Agreements, the parties hereto desire to enter into this Agreement in order to grant certain registration rights to each Investor with respect to the resale of the Common Shares acquired pursuant to the Subscription Agreement and issuable to the Investor upon exercise of the Warrants by the Investor, as set forth below;

NOW,THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties hereto agree as follows:

1.             Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person means any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“Agreement” has the meaning set forth in the preamble.

“BusinessDay” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the Province of Ontario and the State of New York, on which commercial banks in Toronto, Ontario and New York, New York are open for business.

“CanadianSecurities Laws” means the applicable securities laws of each of the provinces and territories of Canada in which sales of Common Shares are completed and the respective rules and regulations under such laws together with applicable published national, multilateral and local policy statements, instruments, notices, blanket orders and rulings of the securities regulatory authorities in such the provinces and territories, and the policies of the Toronto Stock Exchange.

“Commission” means the U.S. Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“CommonShares” means the common shares without par value, in the capital of the Company.

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Investors” has the meaning set forth in the preamble and includes each Investor’s permitted assigns and its successors by merger, acquisition, reorganization or otherwise.

“InvestorRights Agreement” means, with respect to each Investor, the Investor rights Agreement between the Company and such Investor, dated as of the date hereof.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, unincorporated organization, trust, association or other entity.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses.

“RegistrableSecurities” means (i) the Subscribed Shares and Warrant Shares beneficially owned by the Investor, and (ii) any other equity security of the Company issued or issuable with respect to any such Common Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been issued, sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates (or book-entry evidence) for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; or (D) such securities may be sold by each Investor without restriction and without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no holding period requirement and no volume or other restrictions or limitations) and any restrictive legends with respect thereto have been removed.

“RegistrationPeriod” has the meaning set forth in Section ‎3(b).

“RegistrationStatement” means any registration statement of the Company, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement.

“Rule 144” means Rule 144 under the Securities Act or any successor rule thereto.

“SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SellingExpenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities.

“SubscribedShares” means the Common Shares purchased by each Investor under the applicable Subscription Agreement.

“SubscriptionAgreements” has the meaning set forth in the recitals.

“Warrants” means the common share purchase warrants purchased by each Investor under the applicable Subscription Agreement.

“WarrantShares” means the Common Shares issuable to each Investor upon exercise of the Warrants issued to such Investor pursuant to the applicable Subscription Agreement.

“WKSI” means a well-known seasoned issuer pursuant to Rule 405 of the Securities Act.

“WKSIRegistration Statement” has the meaning set forth in Section ‎2(a).

2.             Registration.

(a)             The Company shall prepare, and, as soon as reasonably practicable after the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2025 (but in any event no later than July 1, 2026), file with the Commission a Registration Statement covering the resale of the Registrable Securities. Such Registration Statement shall be on Form S-3 and shall be an automatic shelf registration statement if the Company shall then be a WKSI (any such Registration Statement, a “WKSI Registration Statement”); provided that, if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, such registration shall be on Form S-1, and if for any reason the Company is not then eligible to register for resale the Registrable Securities on Form S-1, then such registration shall be on another appropriate form for such purpose. Such Registration Statement shall contain (except if otherwise directed by each Investor) the “Plan of Distribution” and “Selling Shareholders” sections in form reasonably satisfactory to the Investor. If a Registration Statement is not a WKSI Registration Statement, the Company shall use its reasonable best efforts to have such Registration Statement declared effective by the Commission as soon as reasonably practicable after the filing thereof and in any event, no later than three (3) Business Days after the Company receives notice from the Commission that it has completed its review or will not review the Registration Statement.

(b)             Each Investor agrees and acknowledges that the Company has no obligation hereunder to register the resale of the Registrable Securities in any other jurisdiction, including in any Canadian province or territory and that any sale or transfer of the Registrable Securities in any jurisdiction of Canada or through the facilities of the TSX shall be subject to applicable Canadian securities laws and regulations.

3.             Registration Procedures. In connection with the filing of any Registration Statement pursuant to Section ‎2 of this Agreement, the Company agrees, as applicable, to:

(a)             use its reasonable best efforts to effect the registration of the Registrable Securities;

(b)             prepare and file with the Commission such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with such Registration Statement, which Prospectus is to be filed pursuant to Rule 424(b) promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times continuously until all of the Registrable Securities covered by such Registration Statement have been sold or have ceased to be Registrable Securities (the “RegistrationPeriod”), and, during such period, comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the event that, pursuant to Rule 415(a)(5) under the Securities Act or otherwise, any such Registration Statement would expire or cease to be effective for offers and sales of Registrable Securities after the third anniversary of its initial effective date (or such earlier date as may be required by the Securities Act or the rules of the Commission), the Company shall, no later than thirty (30) days prior to such third anniversary (or such earlier date, as applicable), file with the Commission a new Registration Statement (a “Replacement Shelf Registration Statement”) covering all Registrable Securities that remain unsold as of such time. The Company shall use its reasonable best efforts to cause such Replacement Shelf Registration Statement to be declared effective by the Commission prior to the expiration or termination of the preceding Registration Statement and to keep such Replacement Shelf Registration Statement continuously effective for the period that the Company is required to maintain a Registration Statement under this Agreement. The Company shall use its reasonable best efforts to not permit any lapse in the effectiveness of a Registration Statement required hereunder (including between the expiration of any Registration Statement and the effectiveness of any Replacement Shelf Registration Statement). In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section ‎3(b)) by reason of the Company filing a report on Form 10-K, Form 10-Q, Form 8-K, proxy statement or any analogous report under the Exchange Act, the Company shall, if permitted under the applicable rules and regulations of the Commission, have incorporated such report by reference into such Registration Statement, if applicable, or shall file such amendments or supplements to such Registration Statement with the Commission on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement such Registration Statement;

(c)             within a reasonable time before filing such Registration Statement, Prospectus or amendment or supplement thereto with respect to the Registrable Securities, furnish to each Investor copies of such documents proposed to be filed, which documents may be subject to review and comment by the Investors and their counsel;

(d)             notify each Investor after the Registration Statement becomes effective or the Company files any supplement to the Prospectus relating to such Investor’s Registrable Securities;

(e)             furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge, such number of copies of such Registration Statement, each amendment and supplement thereto (in each case including financial statements and schedules, all exhibits and, if requested by an Investor, all documents incorporated therein by reference), the Prospectus included therein (including each preliminary Prospectus) and such other documents as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor;

(f)             cooperate with the Investor to (i) register and qualify, unless an exemption from registration and qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as each Investor shall reasonably request, (ii) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section ‎3(f), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction;

(g)             notify each Investor and its counsel as promptly as practicable after becoming aware of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and, as reasonable practicable file a supplement or amendment to such Registration Statement to correct such untrue statement or omission, and, if requested by an Investor, deliver one PDF copy of such supplement or amendment to the Investor and its counsel (or such number of written copies such Investor or its counsel may reasonably request);

(h)             use reasonable best efforts to list all of the Registrable Securities covered by a Registration Statement on each securities exchange on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange;

(i)             use reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities;

(j)             notify each Investor promptly of any request by the Commission for amending or supplementing of such Registration Statement or Prospectus or for additional information with respect to the Registrable Securities or such Investor;

(k)             use reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is issued, to promptly obtain the withdrawal of such order or suspension and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose;

(l)             cooperate with the Investors to facilitate the timely preparation and delivery of certificates or uncertificated shares representing the Registrable Securities to be sold pursuant to such Registration Statement or Rule 144, free of any restrictive legends and representing such number of shares of Common Shares and registered in such names as such Investor may reasonably request, to the extent permitted by such Registration Statement or Rule 144, to effect sales of Registrable Securities; for the avoidance of doubt, the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System (DTC), CDS Clearing and Depository Services Inc., or by delivering evidence from the Company’s transfer agent of the book-entry registration of the Common Shares. Notwithstanding anything to the contrary in this Agreement, if the Registrable Securities are issued within four months and a day from the date on which the Registrable Securities are issued, such Registrable Securities will bear the following legends:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MARCH ■, 2026.”

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (”TSX“); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ”GOOD DELIVERY“ IN SETTLEMENT OF TRANSACTIONS ON TSX.”

and be subject to any applicable resale restrictions under the securities laws of Canada; and

(m)             otherwise use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated hereby.

4.             Expenses. The Company shall pay all expenses (other than Selling Expenses) it incurs in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities, including, without limitation, all (i) registration and filing fees (including, without limitation, any fees relating to filings required to be made with, or the listing of any Registrable Securities on, any securities exchange or over-the-counter trading market on which the Registrable Securities are listed or quoted); (ii) fees and expenses of complying with securities and “blue sky” laws; (iii) printing expenses; (iv) messenger, telephone and delivery expenses; (v) fees and expenses of the Company’s counsel and accountants; and (vi) Financial Industry Regulatory Authority, Inc. filing fees (if any). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expense of any annual audits. The holders of such Registrable Securities shall bear and pay all Selling Expenses relating to the offer and sale of Registrable Securities registered under the Securities Act pursuant to this Agreement.

5.             Indemnification.

(a)             The Company agrees to indemnify and hold harmless each Investor, the directors, officers, employees, affiliates and agents (including any underwriter or broker) of such Investor and each Person who controls any of the foregoing within the meaning of either the Securities Act or the Exchange Act against any and all expenses, losses, claims, damages or liabilities (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other federal, state or provincial statutory law or regulation (including Canadian Securities Laws), at common law or otherwise, insofar as such expenses, losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Registrable Securities or in any amendment thereof, or in the Prospectus, any preliminary Prospectus, any other preliminary Prospectus supplement relating to the Registrable Securities, or in any amendment thereof or supplement thereto, arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or arise out of or are based upon any violation or alleged violation by the Company of any securities laws in connection with any such document, and agrees to reimburse each such indemnified party, for any legal or other expenses reasonably incurred by them in connection with investigating, preparing or defending any such expense, loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to an Investor to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in direct reliance upon, and in conformity in all respects with, written information furnished to the Company relating solely to the Investor, which information was provided by or on behalf of such Investor specifically for inclusion therein. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

(b)             In connection with any registration in which an Investor is participating, Investor shall furnish to the Company in writing such information regarding the Investor as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Affiliate who controls any of the foregoing Persons to the same extent as the foregoing indemnity from the Company to such Investor, but only with reference to written information relating to such Investor furnished to the Company by or on behalf of such Investor specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity shall be in addition to any liability such Investor may otherwise have.

(c)             Promptly after receipt by an indemnified party under this Section ‎5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section ‎5, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent that the indemnifying party did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section ‎5 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)             If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

6.             Rule 144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the Company to the public without registration, the Company shall:

(a)             make and keep public information available, as those terms are understood and defined in Rule 144, until all of the Registrable Securities have been disposed of or until they may be sold by each Investor without restriction under Rule 144;

(b)             use reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, until all of the Registrable Securities have been disposed of or until they may be sold by each Investor without restriction under Rule 144; and

(c)             furnish to each Investor so long as such Investor owns Registrable Securities, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company as such holder may reasonably request in connection with the sale of Registrable Securities without registration.

7.             Termination. This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding; provided, that the provisions of Section ‎4 and Section ‎‎5 shall survive any such termination.

8.             Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section ‎8) or pursuant to the information for each Investor set forth on Schedule A.

If<br> to the Company:	Perpetua<br> Resources Corp.<br><br> <br>405<br> S. 8th Street, Suite 201<br><br> <br>Boise, Idaho<br> 83702<br><br> <br>Attn:       Mark<br> Murchison, Chief Financial Officer<br><br> <br>Email:    [***]
with<br> a copy to:	Hunton<br> Andrews Kurth LLP<br><br> <br>1445<br> Ross Avenue, Suite 3700<br><br> <br>Dallas,<br> Texas 75202<br><br> <br>Attn:        Joanna<br> Enns<br><br> <br>Email:     [***]

9.             Entire Agreement. This Agreement, together with the respective Subscription Agreement, the respective Investor Rights Agreement and the Warrant, constitutes the sole and entire agreement between the Company and the respective Investor with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

10.           Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Investors; provided, that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement. Any Investor may assign its rights hereunder to any purchaser or transferee of Warrants or Registrable Securities that is a controlled Affiliate of such Investor; provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to execute a counterpart to this Agreement agreeing to be treated as the Investor whereupon such purchaser or transferee shall have the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally included in the definition of Investor herein and had originally been a party hereto.

11.           No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement; provided, however, the parties hereto hereby acknowledge that the Persons set forth in Section 5 are express third-party beneficiaries of the obligations of the parties hereto set forth in Section ‎5.

12.           Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13.           Amendment, Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and each Investor holding Registrable Securities representing at least 1.0% of the outstanding Common Shares of the Company on a partially-diluted basis (assuming the exercise of all Warrants held by such Investor); provided, however, that any amendment, modification or waiver that would adversely and disproportionately affect the rights or obligations of any Investor shall require the prior written consent of such Investor. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14.           Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.           Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

16.           Governing Law; Submission to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

17.           Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

18.           Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by applicable law.

19.           Further Assurances. Each of the parties to this Agreement shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.

[signaturepage follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

PERPETUA RESOURCES CORP.
By	/s/ Jonathan Cherry
Name:	Jonathan Cherry
Title:	Chief Executive Officer
AGNICO EAGLE MINES LIMITED
By	/s/ Chris Vollmerhausen
Name:	Chris Vollmerhausen
Title:	Executive Vice President, Legal, General Counsel & Corporate Secretary
JPMORGAN CHASE FUNDING INC.
By	/s/ Richard W. Smith
Name:	Richard W. Smith
Title:	Authorized Signatory

SCHEDULEA

List of Signatories

Exhibit 4.2

FORM OF WARRANT CERTIFICATE

THE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM THE CLOSING DATE].

THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

Warrant Certificate No.: ■

Original Issue Date: October ■, 2025

FOR VALUE RECEIVED, Perpetua Resources Corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), hereby certifies that [·], a [·] (the “Holder”) is entitled to purchase from the Company ■ Common Shares (as defined below) at an exercise price per share of $■ (subject to adjustment as provided herein, the “Exercise Price”), all subject to the terms, conditions, and adjustments set forth in this Warrant. Certain capitalized terms used herein are defined in Section ‎1.

1.            Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:

(a)	“Act” means the Business Corporations Act (British Columbia).
(b)	“affiliate” means (a) for<br> so long as the Company is subject to the reporting requirements of the Exchange Act as a<br> domestic issuer, with respect to any Person, any other Person that directly, or indirectly<br> through one or more intermediaries, controls or is controlled by, or is under common control<br> with, such first Person (the term “control” (including the terms “controlling”,<br> “controlled by” and “under common control with”) means the possession,<br> direct or indirect, of the power to direct or cause the direction of the management and policies<br> of a Person, whether through the ownership of voting securities, by contract, or otherwise);<br> or (b) at any time during which (a) does not apply shall have the meaning ascribed<br> to such term in the Act, as in effect on the date of this Agreement.
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(c)	“Aggregate Exercise Price”<br> means an amount equal to the product of: (i) the number of Warrant Shares in respect<br> of which this Warrant is then being exercised pursuant to Section ‎3; and<br> (ii) the Exercise Price in effect as of the Exercise Date.
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(d)	“Applicable Securities Laws”<br> means the securities legislation, the respective regulations made thereunder, and the rules,<br> policies, notices and orders issued by applicable securities regulatory authorities, including<br> the Exchanges, in each case having application over the Warrants and the Company in Canada<br> and the United States.
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(e)	“Business Day” means<br> any day, except a Saturday, Sunday, or civic or statutory holiday in the province of Ontario<br> and the State of New York, on which commercial banks in the city of New York, New York or<br> Toronto, Ontario are open for business.
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(f)	“Capital Reorganization”<br> has the meaning set forth in Section ‎5(d).
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(g)	“Common Share Reorganization”<br> has the meaning set forth in Section ‎5(a)(iv).
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(h)	“Common Shares” means<br> the common shares without par value in the capital of the Company and any securities issued<br> in replacement thereof pursuant to any merger, consolidation, other corporate reorganization<br> or other similar event with respect to the Common Shares in accordance with the terms of<br> this Warrant.
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(i)	“Company” has the meaning<br> set forth in the preamble.
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(j)	“Current Market Price”<br> of a Common Share at any date means the price per share equal to the weighted average trading<br> price at which the Common Shares have traded on the Nasdaq or such other principal stock<br> exchange on which the greatest volume of Common Shares may then trade or, if the Common Shares<br> are not then listed on any stock exchange, in the over-the-counter market, during the period<br> of any 20 consecutive Trading Days ending on that date that is three Business Days before<br> such date; provided that the weighted average trading price shall be determined by<br> dividing the aggregate sale price of all Common Shares sold on said exchange or market during<br> the said 20 consecutive Trading Days by the total number of Common Shares so sold; provided<br> further that if the Common Shares are not traded for 20 consecutive Trading Days, the simple<br> average of the following prices established for each of the 20 consecutive Trading Days:
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(i)	the average of the bid and ask prices<br> for each day on which there was no trading; and
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(ii)	the closing price of the Common Shares<br> for each day that there was trading;
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provided, however, if the Common Shares are not then listed on any such exchange or market, the Current Market Price shall be determined by a firm of independent chartered accountants selected by the directors of the Company, acting reasonably and in good faith.

(k)	“Exchanges” means the<br> Nasdaq and the TSX or such other stock exchange(s) on which the Common Shares are listed<br> or quoted at the applicable time.
(l)	“Exercise Date” means,<br> for any given exercise of this Warrant, the date on which the conditions to such exercise<br> as set forth in Section ‎3(a) shall have been satisfied.
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(m)	“Exercise Notice” has<br> the meaning set forth in Section ‎3(a)(i).
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(n)	“Exercise Period” has<br> the meaning set forth in Section ‎2.
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(o)	“Exercise Price” has<br> the meaning set forth in the preamble.
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(p)	“Expiry Date” means ■ or, if such date is not a Business Day, the first Business<br> Day following such date.
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(q)	“Expiry Time” has the<br> meaning set forth in Section ‎2.
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(r)	“Holder” has the meaning<br> set forth in the preamble.
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(s)	“Nasdaq” means The Nasdaq<br> Capital Market operated by The NASDAQ Stock Market LLC.
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(t)	“Original Issue Date” means October ■, 2025.
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(u)	“parties” means collectively,<br> the Company and the Holder and “party” means any of them.
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(v)	“Person” means any individual,<br> sole proprietorship, partnership, limited liability company, corporation, joint venture,<br> trust, incorporated organization, or government or department or agency thereof.
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(w)	“Redemption Date” has<br> the meaning set forth in Section ‎4(b).
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(x)	“Redemption Notice” has<br> the meaning set forth in Section ‎4(a).
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(y)	“Redemption Price” has<br> the meaning set forth in Section ‎4(a).
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(z)	“Registration Rights Agreement” means the agreement between the Holder and the Company dated<br> as of October ■, 2025, pursuant to which the Company has granted the Holder<br> certain rights regarding the registration of the resale of the Warrant Shares (and any other<br> securities as set forth therein) under Applicable Securities Laws.
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(aa)	“Rights Offering” has<br> the meaning set forth in Section ‎5(b).
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(bb)	“Securities Act” means<br> the United States Securities Act of 1933, as amended.
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(cc)	“Special Distribution”<br> has the meaning set forth in Section 5(c).
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(dd)	“Subscription Agreement” means the subscription agreement dated October ■,<br> 2025 between the Company and the Holder.
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(ee)	“TSX” means the Toronto<br> Stock Exchange.
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(ff)	“Trading Day” means,<br> with respect to any Exchange, a day on which such Exchange is open for trading and on which<br> Common Shares are actually traded thereon.
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(gg)	“Warrant” means this<br> Warrant and all warrants issued upon division or combination of, or in substitution for,<br> this Warrant.
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(hh)	“Warrant Shares” means<br> the Common Shares of the Company then purchasable upon exercise of this Warrant in accordance<br> with the terms of this Warrant.
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2.            Term of Warrant. Subject to the terms and conditions hereof, at any time or from time to time after the date hereof, and at or prior to 5:00 p.m. (New York City time) (the “Expiry Time”), on the Expiry Date (the “Exercise Period”), the Holder of this Warrant may exercise this Warrant for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

3.            Exercise of Warrant.

(a)	Exercise Procedure. This Warrant<br> may be exercised from time to time during the Exercise Period for all or any part of the<br> unexercised Warrant Shares by:
(i)	delivery or surrender of this Warrant<br> to the Company electronically or at its then principal executive offices (or an indemnification<br> undertaking with respect to this Warrant in the case of its loss, theft, or destruction),<br> together with an exercise notice in the form attached hereto as Exhibit A (each,<br> an “Exercise Notice”), duly completed (including specifying the number<br> of Warrant Shares to be purchased) and executed; and
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(ii)	payment to the Company of the Aggregate<br> Exercise Price in accordance with Section ‎3(b).
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(b)	Payment of the Aggregate Exercise Price.<br> Payment of the Aggregate Exercise Price shall be made by: (i) delivery to the Company<br> of a certified or official bank cheque payable to the order of the Company; or (ii) wire<br> transfer of immediately available funds in accordance with the wire transfer instructions<br> set out in Exhibit C (or as the Company may otherwise designate from time to<br> time), in each case in an amount equal to the Aggregate Exercise Price.
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(c)	Delivery of Share Certificates. Upon<br> satisfaction of the exercise procedures set out in Section ‎3(a), the Company<br> shall, as promptly as practicable and in any event within three Business Days, cause the<br> Warrant Shares issuable upon such exercise to be issued and registered in the name of the<br> Holder (or, subject to compliance with Section ‎6 below, such other Person<br> as shall be designated in the Exercise Notice) on the records of the Company’s transfer<br> agent and deliver or cause to be delivered to the Holder a certificate for the number of<br> Warrant Shares so exercised or, at the option of the Holder, the Company shall cause such<br> Common Shares to be entered into a direct registration or other electronic book-entry system<br> and deliver or caused to be delivered evidence of such entry or registration to the Holder.<br> Notwithstanding the foregoing, this Warrant shall be deemed to have been exercised and the<br> Holder or any other Person so designated shall be deemed to have become the holder of record<br> of such Warrant Shares for all purposes as of the Exercise Date.
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(d)	Fractional Warrant Shares. No fractional<br> Warrant Shares shall be issued or otherwise provided for hereunder. Where fractional Warrant<br> Shares would, but for this Section ‎3(d), have been issued upon exercise<br> of this Warrant, such fractional Warrant Shares shall be rounded down to the nearest whole<br> number without compensation to the Holder therefor.
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(e)	Delivery of New Warrant. The Holder<br> may exercise this Warrant for only a portion of the Warrant Shares issuable hereunder. In<br> the event of any such partial exercise prior to the Expiry Time, the Company shall, as promptly<br> as practicable and in any event within three Business Days, deliver to the Holder a new warrant<br> certificate evidencing the rights of the Holder to purchase the remainder of the Warrant<br> Shares called for by this Warrant. Such new warrant certificate shall in all respects be<br> identical to this Warrant, other than with respect to the number of Warrant Shares issuable<br> thereunder.
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(f)	Valid Issuance of Warrant and Warrant<br> Shares; Payment of Taxes. The Company hereby represents, covenants, and agrees:
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(i)	This Warrant is, and any Warrant issued<br> in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized<br> and validly issued.
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(ii)	All Warrant Shares issuable upon the<br> exercise of this Warrant pursuant to the terms hereof shall be, upon issuance, and the Company<br> shall take all such actions as may be necessary or appropriate in order that such Warrant<br> Shares are, validly issued, fully paid, and non-assessable, issued without violation of any<br> preemptive or similar rights of any shareholder of the Company and free and clear of all<br> taxes, liens, and charges.
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(iii)	The Company shall take all such actions<br> as may be necessary to ensure that all such Warrant Shares are issued without violation by<br> the Company of any applicable law or governmental regulation or any requirements of the Exchanges.
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(iv)	The Company shall use its best efforts<br> to cause the Warrant Shares, immediately upon such exercise, to be listed on the Exchanges.
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(v)	Subject to Section 6, the<br> Company shall pay all expenses in connection with, and all taxes and other governmental charges<br> that may be imposed with respect to, the issuance or delivery of Warrant Shares upon exercise<br> of this Warrant.
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(vi)	The Company shall use its commercially<br> reasonable efforts to preserve and maintain its corporate existence; provided, however,<br> that this Section 3(f)(vi) shall in no way limit the Company from effecting any<br> Capital Reorganization or similar transaction so long as the applicable provisions of Section 5<br> have been satisfied with respect thereto.
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(vii)	The Company shall make all requisite<br> filings under Applicable Securities Laws, and shall use commercially reasonable efforts to<br> remain a reporting issuer not in default (or equivalent) of any requirement of such acts<br> and regulations and shall use commercially reasonable efforts to otherwise maintain the status<br> of the Company as a reporting issuer not in default (or equivalent) in the Provinces of Newfoundland<br> and Labrador, Prince Edward Island, Ontario, Saskatchewan, Manitoba, British Columbia, Nova<br> Scotia, Alberta, New Brunswick and in the United States and remain in full compliance with<br> the periodic reporting and other substantive requirements under Applicable Securities Laws.
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(viii)	The Company shall promptly advise the<br> Holder in writing upon becoming aware of any default under the terms of this Warrant.
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(ix)	If the Company is a party to any transaction<br> in which the Company is not the continuing corporation, the Company shall obtain all consents<br> which may be necessary or appropriate under applicable law to enable the continuing corporation<br> to give effect to this Warrant.
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(x)	The Company shall duly perform and carry<br> out all of the acts or things to be done by it as provided under this Warrant.
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(xi)	The Company shall not close its transfer<br> books or take any other action which might deprive the Holder of the opportunity of exercising<br> its right to subscribe for Warrant Shares pursuant to this Warrants during the 5 Business<br> Day period after the giving of notice required by Section 5(f)(iii).
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(g)	Reservation of Shares. During the<br> Exercise Period, the Company shall at all times reserve and keep available out of its authorized<br> but unissued Common Shares or other securities constituting Warrant Shares, solely for the<br> purpose of issuance upon the exercise of this Warrant, the maximum number of Warrant Shares<br> issuable upon the exercise of this Warrant. The Company shall not increase the par value<br> of any Warrant Shares receivable upon the exercise of this Warrant above the Exercise Price<br> then in effect, and shall take all such actions as may be necessary or appropriate in order<br> that the Company may validly and legally issue fully paid and non-assessable Common Shares<br> upon the exercise of this Warrant.
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4.            Redemption.

(a)	Company Redemption Right. Subject<br> to the terms and conditions set forth in this Section ‎4, at any time while<br> this Warrant is outstanding and exercisable and prior to the Expiry Date, the Company may,<br> at its option, redeem this Warrant, in whole but not in part, upon not less than thirty (30)<br> days’ prior written notice (the “Redemption Notice”) to the Holder<br> at a redemption price of $0.01 per Warrant Share (the “Redemption Price”)<br> if:
(i)	the<br> last reported closing price of the Common Shares on the Nasdaq (or the Exchange on which<br> the Common Shares are then principally traded) has equaled or exceeded $■ per<br> Common Share (subject to adjustment in accordance with Section ‎5) for twenty<br> (20) consecutive Trading Days ending on the third Trading Day prior to the date on which<br> the Redemption Notice is given; and
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(ii)	there is an effective registration statement<br> covering the resale of the Warrant Shares underlying this Warrant by the Holder, and a current<br> prospectus relating thereto, available throughout the period from the Redemption Notice through<br> the Redemption Date.
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(b)	Exercise Right During Redemption Period.<br> The Redemption Notice shall specify the date fixed for redemption (the “Redemption Date”), which shall be no less than thirty (30) days and no more than forty-five<br> (45) days after the date of the Redemption Notice. The Holder may, at any time prior to 5:00<br> p.m. (New York City time) on the Redemption Date, exercise this Warrant in accordance<br> with Section ‎3. Any Warrant not exercised at or prior to 5:00 p.m. (New<br> York City time) on the Redemption Date shall be automatically cancelled and the Holder shall<br> thereafter be entitled only to receive the Redemption Price.
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(c)	Method of Payment. The Redemption<br> Price shall be paid in cash by wire transfer of immediately available funds to an account<br> designated in writing by the Holder (or, if no account is designated, by Company cheque mailed<br> to the Holder in accordance with Section ‎11) as soon as practicable after<br> the Redemption Date.
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(d)	No Partial Redemption. The Company<br> may only redeem the Warrant in whole and not in part. For purposes of this Section ‎4(d),<br> the Company’s right of redemption shall apply to all Warrants issued in respect of<br> this Warrant as a result of any division, combination, or assignment hereof, and may only<br> be exercised with respect to the entirety of the aggregate Warrant Shares represented by<br> such Warrants.
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(e)	Notice. The Company shall provide<br> the Redemption Notice in accordance with Section ‎11.
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5.            Adjustment to Exercise Price and Number of Warrant Shares. The Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section ‎4 (in each case, after taking into consideration any prior adjustments pursuant to this Section ‎4).

(a)	Common Share Reorganization. If the<br> Company, at any time or from time to time after the Original Issue Date shall:
(i)	subdivide, redivide or change the outstanding<br> Common Shares into a greater number of shares;
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(ii)	reduce, combine or consolidate the outstanding<br> Common Shares into a smaller number of shares;
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(iii)	issue Common Shares, or securities exchangeable<br> for, or convertible into, Common Shares, to the holders of all or substantially all of the<br> outstanding Common Shares by way of a stock dividend; or
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(iv)	make a distribution on its outstanding<br> Common Shares, payable in Common Shares or securities exchangeable for or convertible into<br> Common Shares (any of such events being called a “Common Share Reorganization”),
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then the Exercise Price in effect on the effective date or record date of any such Common Share Reorganization shall be adjusted immediately after such event, or on the record date for such Common Share Reorganization, as the case may be, so that it shall equal the amount determined by multiplying the Exercise Price in effect immediately prior to such event or record date, by a fraction: (A) the numerator of which shall be the total number of Common Shares outstanding immediately prior to giving effect to such Common Share Reorganization; and (B) the denominator of which shall be the total number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date, as the case may be).

To the extent that any such securities are not so issued or exercised prior to the expiration thereof, the Exercise Price shall then be re-adjusted to the Exercise Price which would then be in effect based upon the number of Common Shares actually issued and remaining issuable after such expiration, and will be further re-adjusted in such manner upon expiration of any further such securities.

(b)	Rights Offering. If and whenever<br> at any time prior to the Expiry Time the Company shall fix a record date for the issuance<br> of rights, options or warrants to all or substantially all of the holders of the outstanding<br> Common Shares, entitling them to subscribe for or purchase Common Shares or securities convertible<br> into or exchangeable for Common Shares, at a price per share (or having a conversion or exchange<br> price per share) less than 95% of the Current Market Price of the Common Shares on such record<br> date (any of such events being called a “Rights Offering”), then the Exercise<br> Price shall be adjusted immediately after such record date so that it shall equal the price<br> determined by multiplying the Exercise Price in effect on such record date by a fraction:
(i)	the numerator of which shall be (A) the<br> total number of Common Shares outstanding on such record date, plus (B) the number determined<br> by dividing (I) the aggregate price of the total number of additional Common Shares<br> offered for subscription or purchase (or the aggregate conversion or exchange price of the<br> convertible or exchangeable securities so offered) by (II) the Current Market Price<br> of the Common Shares as of such record date; and
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(ii)	the denominator of which shall be (A) the<br> total number of Common Shares outstanding on such record date, plus (B) the total number<br> of additional Common Shares offered for subscription or purchase (or into which the convertible<br> or exchangeable securities so offered are convertible or exchangeable).
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To the extent that any such rights, options or warrants are not so issued or exercised prior to the expiration thereof, the Exercise Price shall then be re-adjusted to the Exercise Price which would then be in effect based on the aggregate price of the total number of Common Shares (or the aggregate conversion or exchange price of the convertible or exchangeable securities) actually issued and remaining issuable upon the exercise of such convertible or exchangeable securities, as the case may be.

If by the terms of the rights, options or warrants referred to in this Section 5(b), there is more than one purchase, conversion or exchange price per Common Share, the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or the aggregate conversion or exchange price of the convertible securities so offered, shall be calculated for purposes of the adjustment on the basis of the lowest purchase, conversion or exchange price per Common Share, as the case may be.

(c)	If and whenever at any time prior to the<br> Expiry Time the Company shall fix a record date for the issue or the distribution to all<br> or substantially all the holders of its outstanding Common Shares of: (i) shares of<br> any class of the Company, other than Common Shares; (ii) rights, options or warrants<br> to acquire shares or securities exchangeable for or convertible into shares or property or<br> other assets of the Company; (iii) evidence of its indebtedness; or (iv) any property<br> or other assets, and in each case, if such issuance or distribution does not constitute (A) a<br> Common Share Reorganization or (B) a Rights Offering (any such non-excluded event being<br> called a “Special Distribution”), then the Exercise Price shall be adjusted<br> immediately after such record date so that it shall equal the price determined by multiplying<br> the Exercise Price in effect on such record date by a fraction:
(i)	the numerator of which shall be the greater<br> of (I) one and (II)(1) the total number of Common Shares outstanding on such record<br> date multiplied by the Current Market Price per Common Share on such record date, less (2) the<br> fair market value on such record date (as determined by the board of directors of the Company,<br> acting reasonably and in good faith, whose determination shall be conclusive) of such securities,<br> rights, options, warrants, evidences of indebtedness or other property or assets so issued<br> or distributed in the Special Distribution; and
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(ii)	the denominator of which shall be the<br> total number of Common Shares outstanding on such record date multiplied by the Current Market<br> Price per Common Share on such record date.
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To the extent that such distribution is not so made, the Exercise Price shall be re-adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such securities, rights, options, warrants, evidences of indebtedness or other property or assets actually distributed, as the case may be.

(d)	Reorganization, Reclassification, Combination,<br> or Merger. In the event of any: (i) capital reorganization of the Company (other<br> than a Common Share Reorganization); (ii) reclassification or redesignation of the Common<br> Shares at any time outstanding or a change of the Common Shares into other shares or into<br> other securities; (iii) consolidation, amalgamation, arrangement, business combination<br> or merger of the Company with or into another Person (other than a consolidation, amalgamation<br> or merger which does not result in any reclassification or redesignation of the outstanding<br> Common Shares or a change of the Common Shares into other shares); (iv) sale of all<br> or substantially all of the Company’s assets to another Person; or (v) other similar<br> transaction (other than any such transaction covered by Sections ‎5(a), ‎5(b) or<br> ‎5(c)) (any such events being called a “Capital Reorganization”),<br> each Warrant shall, immediately after such reorganization, reclassification, business combination,<br> merger, sale, or similar transaction, remain outstanding and: (A) shall thereafter,<br> in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable<br> under this Warrant, be exercisable for the kind and number of shares or other securities<br> or assets of the Company or of the successor Person resulting from such transaction to which<br> the Holder would have been entitled upon such Capital Reorganization if the Holder had exercised<br> this Warrant in full immediately prior to the time of such Capital Reorganization and acquired<br> the applicable number of Warrant Shares then issuable hereunder as a result of such exercise<br> (without taking into account any limitations or restrictions on the exercisability of this<br> Warrant); and (B) appropriate adjustment (in form and substance satisfactory to the<br> Holder) shall be made with respect to the Holder’s rights under this Warrant to ensure<br> that the provisions of this Warrant shall thereafter be applicable, as nearly as possible,<br> to this Warrant in relation to any shares, securities, or assets thereafter acquirable upon<br> exercise of this Warrant (including, in the case of any business combination, merger, sale,<br> or similar transaction in which the successor or purchasing Person is other than the Company,<br> an immediate adjustment in the Exercise Price to the value per share for the Common Shares<br> reflected by the terms of such business combination, merger, sale, or similar transaction,<br> and a corresponding immediate adjustment to the number of Warrant Shares acquirable upon<br> exercise of this Warrant without regard to any limitations or restrictions on exercise, if<br> the value so reflected is less than the Exercise Price in effect immediately prior to such<br> business combination, merger, sale, or similar transaction). The Company shall not effect<br> any Capital Reorganization unless, prior to the consummation thereof, the successor Person<br> (if other than the Company) resulting from such Capital Reorganization shall assume, by written<br> instrument substantially similar in form and substance to this Warrant and satisfactory to<br> the Holder (acting reasonably), the obligation to deliver to the Holder such shares, securities,<br> or assets which, in accordance with the foregoing provisions, the Holder shall be entitled<br> to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained<br> herein, with respect to any Capital Reorganization, the Holder shall have the right (whether<br> or not the Holder receives the notice required under Section 5(f)(iii)) to elect prior<br> to the consummation of such event or transaction, to give effect to the exercise rights contained<br> in Section ‎3 instead of giving effect to the provisions contained in this<br> Section ‎5(d).
(e)	Certain Events. If any event of the<br> type contemplated by the provisions of this Section ‎5 but not expressly<br> provided for by such provisions occurs, then the directors of the Company, acting reasonably<br> and in good faith, may make an appropriate adjustment in the Exercise Price and the number<br> of Warrant Shares issuable upon exercise of this Warrant so as to protect the rights of the<br> Holder in a manner consistent with the provisions of this Section ‎5; provided,<br> that no such adjustment pursuant to this Section ‎5(e) shall increase<br> the Exercise Price or decrease the number of Warrant Shares issuable as otherwise determined<br> pursuant to this Section ‎5.
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(d)

Reorganization, Reclassification, Combination, or Merger. In the event of any: (i) capital reorganization of the Company (other than a Common Share Reorganization); (ii) reclassification or redesignation of the Common Shares at any time outstanding or a change of the Common Shares into other shares or into other securities; (iii) consolidation, amalgamation, arrangement, business combination or merger of the Company with or into another Person (other than a consolidation, amalgamation or merger which does not result in any reclassification or redesignation of the outstanding Common Shares or a change of the Common Shares into other shares); (iv) sale of all or substantially all of the Company’s assets to another Person; or (v) other similar transaction (other than any such transaction covered by Sections ‎5(a), ‎5(b) or ‎5(c)) (any such events being called a “Capital Reorganization”), each Warrant shall, immediately after such reorganization, reclassification, business combination, merger, sale, or similar transaction, remain outstanding and: (A) shall thereafter, in lieu of or in addition to (as the case may be) the number of Warrant Shares then exercisable under this Warrant, be exercisable for the kind and number of shares or other securities or assets of the Company or of the successor Person resulting from such transaction to which the Holder would have been entitled upon such Capital Reorganization if the Holder had exercised this Warrant in full immediately prior to the time of such Capital Reorganization and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise (without taking into account any limitations or restrictions on the exercisability of this Warrant); and (B) appropriate adjustment (in form and substance satisfactory to the Holder) shall be made with respect to the Holder’s rights under this Warrant to ensure that the provisions of this Warrant shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares, securities, or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any business combination, merger, sale, or similar transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Shares reflected by the terms of such business combination, merger, sale, or similar transaction, and a corresponding immediate adjustment to the number of Warrant Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such business combination, merger, sale, or similar transaction). The Company shall not effect any Capital Reorganization unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Capital Reorganization shall assume, by written instrument substantially similar in form and substance to this Warrant and satisfactory to the Holder (acting reasonably), the obligation to deliver to the Holder such shares, securities, or assets which, in accordance with the foregoing provisions, the Holder shall be entitled to receive upon exercise of this Warrant. Notwithstanding anything to the contrary contained herein, with respect to any Capital Reorganization, the Holder shall have the right (whether or not the Holder receives the notice required under Section 5(f)(iii)) to elect prior to the consummation of such event or transaction, to give effect to the exercise rights contained in Section ‎3 instead of giving effect to the provisions contained in this Section ‎5(d).

(e)

Certain Events. If any event of the type contemplated by the provisions of this Section ‎5 but not expressly provided for by such provisions occurs, then the directors of the Company, acting reasonably and in good faith, may make an appropriate adjustment in the Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant so as to protect the rights of the Holder in a manner consistent with the provisions of this Section ‎5; provided, that no such adjustment pursuant to this Section ‎5(e) shall increase the Exercise Price or decrease the number of Warrant Shares issuable as otherwise determined pursuant to this Section ‎5.

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(f)            Adjustment Rules.

(i)	The adjustments provided for in Sections<br> ‎5(a), ‎5(b), ‎5(c), ‎5(d) and ‎5(e) are cumulative and<br> will, in the case of adjustments to the Exercise Price, be computed to the nearest one-tenth<br> of one cent and will be made successively whenever an event referred to therein occurs, subject<br> to the following paragraphs of this Section ‎5(f).
(ii)	If at any time a dispute arises with<br> respect to the adjustments provided in this Warrant , such question shall, absent manifest<br> error, be conclusively determined by a firm of independent chartered accountants appointed<br> by the Company, acting reasonably and in good faith, and acceptable to the Holder, acting<br> reasonably, and the Company shall provide such accountants with access to all necessary records<br> of the Company and such determination shall be binding upon the Company and the Holder.
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(iii)	At least 5 Business Days prior to the<br> effective date or record date, as the case may be, of any event which requires an adjustment<br> (or readjustment) in the rights pursuant to this Warrant, including the Exercise Price and<br> the number and class of Warrant Shares or other securities which are to be received upon<br> the exercise hereof, the Company shall deliver to the Holder a certificate from an executive<br> officer of the Company setting and certifying the particulars of such event and the required<br> adjustment (or readjustment), calculation of such adjustment (or readjustment) to the Exercise<br> Price and the Redemption Price (or the formula for calculation if based on a share price<br> or other event to occur after the date of such notice), and the record date or the effective<br> date for such event.
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(iv)	As a condition precedent to the taking<br> of any action which would result in an adjustment to the Exercise Price, the Company shall<br> take any corporate action which may be necessary in order that the securities to which the<br> Holder is entitled on the full exercise of its exercise right in accordance with the provisions<br> hereof shall be available for such purpose and that such shares may be validly and legally<br> issued as fully paid and non-assessable shares.
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(v)	If the issuance of any Common Shares of<br> the Company upon the exercise of this Warrant requires compliance with any requirement under<br> any law before such shares may be validly issued upon such exercise, the Company agrees to<br> take such actions as may be necessary to secure such compliance.
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(vi)	In the absence of a resolution of the<br> directors of the Company fixing a record date for a Special Distribution or Rights Offering,<br> the Company will be deemed to have fixed as the record date therefor the date on which the<br> Special Distribution or Rights Offering is effected.
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(vii)	If at any time after the date hereof<br> and prior to the Expiry Time the Exercise Price is adjusted or readjusted under Sections<br> ‎5(a), ‎5(b) or ‎5(c), then the number of Common Shares purchasable<br> upon the subsequent exercise of this Warrant shall be simultaneously adjusted or readjusted,<br> as the case may be, by multiplying the number of Common Shares purchasable upon the exercise<br> of this Warrant immediately prior to such adjustment or readjustment by a fraction, which<br> shall be the inverse of the fraction used in the adjustment or readjustment of the Exercise<br> Price.
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(g)            Notices. In the event:

(i)	that the Company shall take a record of<br> the holders of its Common Shares (or other capital shares or securities at the time issuable<br> upon exercise of the Warrant) for the purpose of entitling or enabling them to receive any<br> dividend or other distribution, to vote at a meeting (or by written consent), to receive<br> any right to subscribe for or purchase any shares of any class or any other securities, or<br> to receive any other security;
(ii)	of any Capital Reorganization; or
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(iii)	of the voluntary or involuntary dissolution,<br> liquidation, or winding-up of the Company;
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then, and in each such case, to the extent practicable, the Company shall send or cause to be sent to the Holder at least 5 Business Days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be: (A) the record date for such dividend, distribution, meeting or consent, or other right or action, and a description of such dividend, distribution, or other right or action to be taken at such meeting or by written consent; or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which holders of record of Common Shares (or such other capital shares or securities at the time issuable upon exercise of the Warrant) shall be entitled to exchange their Common Shares (or such other capital shares or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, or winding-up, and the amount per share and character of such exchange applicable to the Warrant and the Warrant Shares; provided, however, that the Company may satisfy this Section ‎5(g) by publicly disclosing such information in a document filed or furnished with the Commission or a widely distributed press release, in each case, on or prior to the applicable notice deadline set forth herein.

6.            Transfer of Warrant. This Warrant and the rights hereunder are not transferable except that the Holder may transfer this Warrant, in whole or in part, to any affiliate of the Holder that is controlled by the Holder, upon delivery or surrender of this Warrant to the Company electronically or at its then principal executive offices with a properly completed and duly executed assignment in the form attached hereto as Exhibit B. To the extent any transfer or withholding taxes are payable in connection with such transfer, the Holder shall be responsible for any such taxes. Upon satisfaction of the foregoing procedures, the Company shall execute and deliver a new warrant certificate in respect of this Warrant in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor a new warrant certificate evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly thereafter be and be deemed to be cancelled.

7.            Holder Not Deemed a Shareholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the issuance to the Holder of the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant, the Holder shall not be entitled solely by virtue of holding this Warrant to vote or receive dividends or be deemed the holder of shares of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any right to vote, give, or withhold consent to any corporate action (whether any reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance, or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company whether such liabilities are asserted by the Company or by creditors of the Company.

8.            Replacement on Loss; Division and Combination.

(a)	Replacement of Warrant on Loss. Upon<br> receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction,<br> or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to<br> it (it being understood that a written indemnification agreement or affidavit of loss of<br> the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of<br> such Warrant for cancellation to the Company, the Company at its own expense shall execute<br> and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for<br> an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated, or destroyed;<br> provided, that, in the case of mutilation, no indemnity shall be required if this<br> Warrant in identifiable form is surrendered to the Company for cancellation.
(b)	Division and Combination of Warrant.<br> Subject to compliance with the applicable provisions of this Warrant, this Warrant may be<br> divided or, following any such division of this Warrant, subsequently combined with other<br> Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal<br> executive offices, together with a written notice specifying the names and denominations<br> in which new Warrants are to be issued, signed by the respective Holders or their agents<br> or attorneys. Subject to compliance with the applicable provisions of this Warrant, the Company<br> shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the<br> Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants<br> shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in<br> the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered<br> in accordance with such notice.
---	---

(a)

Replacement of Warrant on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so lost, stolen, mutilated, or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in identifiable form is surrendered to the Company for cancellation.

(b)

Division and Combination of Warrant. Subject to compliance with the applicable provisions of this Warrant, this Warrant may be divided or, following any such division of this Warrant, subsequently combined with other Warrants, upon the surrender of this Warrant or Warrants to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the respective Holders or their agents or attorneys. Subject to compliance with the applicable provisions of this Warrant, the Company shall at its own expense execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants so surrendered in accordance with such notice. Such new Warrant or Warrants shall be of like tenor to the surrendered Warrant or Warrants and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as the Warrant or Warrants so surrendered in accordance with such notice.

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9.            Compliance with the Securities Act.

(a)	The Holder acknowledges that this Warrant<br> and all Warrant Shares issued upon exercise of this Warrant (unless registered under the<br> Securities Act) shall be stamped or imprinted with a legend in substantially the following<br> form and shall be subject to the restrictions on transfer set forth therein:

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION.

(b)	The<br> Holder acknowledges that this Warrant and any Warrant Shares issued upon exercise of this<br> Warrant within four months and one day of the Original Issue Date shall be stamped or imprinted<br> with legends in substantially the following form:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [THE DATE THAT IS FOUR MONTHS AND ONE DAY FROM THE CLOSING DATE].

THE [SECURITIES ISSUABLE UPON THE EXERCISE OF THE] SECURITES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.

10.            Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of the Warrant and any transfers thereof.

11.            Notices. All notices (including any Exercise Notice), requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by email if sent prior to 5:00 p.m. on a Business Day (New York City time) or on the next Business Day if sent after 5:00 p.m. (New York City time) on a Business Day or on any day that is not a Business Day; or (d) on the third day after the date mailed, by certified or registered mail. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address as shall be specified in a notice given in accordance with this Section ‎11).

If<br> to the Company:	Perpetua<br> Resources Corp.<br><br> <br>405 S. 8^th^ Street, Suite 201<br><br> <br>Boise, Idaho 83702<br><br> <br>Attn:   Mark Murchison, Chief Financial Officer<br><br> <br>Email:  [***]
with<br> a copy (which shall not constitute notice) to:	Hunton Andrews<br> Kurth LLP<br><br> <br>1445 Ross Avenue, Suite 3700<br><br> <br>Dallas, Texas 75202<br><br> <br>Attn:   Joanna Enns<br><br> <br>Email:  [***]
If<br> to the Holder:
---
with<br> a copy (which shall not constitute notice) to:

12.            Cumulative Remedies. Except to the extent expressly provided in Section ‎7 to the contrary, the rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.

13.            Entire Agreement. This Warrant, together with the Subscription Agreement and the Registration Rights Agreement, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Warrant and the statements in the Subscription Agreement or the Registration Rights Agreement, the statements in the body of this Warrant shall control.

14.            Successors and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successors and/or permitted assigns of the Holder shall be deemed to be a Holder for all purposes hereunder.

15.            No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of this Warrant.

16.            Interpretation. For purposes of this Warrant and unless the context otherwise requires: (a) the words “include”, “includes”, and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein”, “hereof”, “hereby”, “hereto”, and “hereunder” refer to this Warrant as a whole. All references to “$” means the lawful currency of the United States of America. Whenever the singular is used in this Warrant, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.

17.            Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Warrant shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

18.            Severability. If any term or provision of this Warrant is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render unenforceable such term or provision in any other jurisdiction.

19.            Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

20.            Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or based upon this Warrant or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and County of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action, or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum.

21.            Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions contemplated hereby.

22.            No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

23.            Signature and Electronic Copies. This Warrant may be signed digitally or by other electronic means, which shall be deemed to be an original and shall be deemed to have the same legal effect and validity as a certificate bearing an original signature. A signed copy of this Warrant transmitted by email or other electronic transmission shall be deemed to have the same legal effect and validity as delivery of an originally executed copy of this Warrant.

[signaturepage follows]

IN WITNESS WHEREOF, the Company has duly executed and issued to the Holder this Warrant on the Original Issue Date.

PERPETUA RESOURCES CORP.
By:
[NAME]
[TITLE]

Exhibit A

Exercise Notice

To:         PERPETUA RESOURCES CORP.

(1)	The undersigned hereby elects to purchase<br> ________________ Warrant Shares of the Company pursuant to the terms of the attached Warrant,<br> and tenders herewith payment of the exercise price in full, together with all applicable<br> transfer taxes, if any.
(2)	Please issue said Warrant Shares in the name<br> of the undersigned or in such other name as is specified below:
---	---

______________________________________________________________

(3)	The Warrant Shares shall be delivered to the<br> following:

______________________________________________________________

(4)	The undersigned is an “accredited investor”<br> as defined in Regulation D promulgated under the Securities Act of 1933, as amended<br> (the “Securities Act”).
(5)	If the Warrant Shares are being issued to<br> a person other than the undersigned or an affiliate controlled by the undersigned (the “Third Party”), the undersigned agrees to deliver such certificates and opinions to the<br> Company that are necessary for purposes of confirming that the Third Party is an “accredited<br> investor” as defined in Regulation D promulgated under the Securities Act and that<br> the transfer is being effectuated pursuant to a valid exemption from the registration requirements<br> under the Securities Act.
---	---
Name of Holder:
---
Signature of Authorized Signatory:
Name of Authorized Signatory:
Title of Authorized Signatory:
Date:

Exhibit B

Assignment Form

(To assign the foregoing Warrant to an affiliateof Holder that is controlled by the Holder pursuant to Section 6 of the Warrant, execute this form and supply required information.Do not use this form to purchase shares or to transfer the Warrant or any Warrant Shares to a non-affiliate.)

NOW, THEREFORE,FOR VALUE RECEIVED, the attached Warrant and all rights evidenced thereby are hereby assigned to:

Name:
	(Please<br> Print)
Address:
	(Please Print)
Phone Number:
Email Address:
Dated:
Holder’s<br> Signature:
Holder’s<br> Address:

Exhibit C

Wire Transfer Instructions

(see attached)

Exhibit 10.1

INVESTOR RIGHTS AGREEMENT

AGNICO EAGLE MINES LIMITED

and

PERPETUARESOURCES CORP.

October 28, 2025

TABLE OF CONTENTS

Article 1
INTERPRETATION
1.1	Defined Terms	2
1.2	Rules of Construction	6
1.3	Entire Agreement	7
1.4	Time of Essence	7
1.5	Governing Law and Submission to Jurisdiction	7
1.6	Severability	7
Article 2
Participation Right
2.1	Notice of Issuances	8
2.2	Grant of Participation Right	8
2.3	Top-up Offering	9
2.4	Exercise Notice	10
2.5	Issuance of Offered Securities and Top-up Shares	11
2.6	Blackout Periods	11
2.7	Issuances Not Subject to Participation Right or Top-up Right	12
Article 3
Representations and Warranties
3.1	Representations and Warranties of the Company	12
3.2	Representations and Warranties of the Investor	13
Article 4
COVENANTS
4.1	Reporting Issuer Status and Listing of Common Shares	14
4.2	No Conflict With Shareholders’ Rights Plan	15
4.3	Subsidiary Security Issuances	15
4.4	Grant of Third Party Participation Rights	15
Article 5
MISCELLANEOUS
5.1	Termination	15
5.2	Determining Ownership Percentage	15
5.3	Right to Information	16
5.4	Project Advisory Committee	17
5.5	Technical Assistance	18
5.6	Notices	19
5.7	Amendments and Waivers	20
5.8	Assignment	20
5.9	Successors and Assigns	20
5.10	Expenses	21
5.11	Public Disclosure	21
5.12	Further Assurances	22
5.13	Right to Injunctive Relief	22
5.14	Counterparts	22

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INVESTORRIGHTS AGREEMENT

THIS AGREEMENT is made as of the 28th, day of October, 2025,

BETWEEN:

agnico eaglemines limited,

a corporation existing under the Business CorporationsAct (Ontario),

(hereinafter referred to as the “Investor”),

and -

PERPETUA RESOURCESCORP.,

a corporation existing under the Business CorporationsAct (British Columbia),

(hereinafter referred to as the “Company”).

WHEREAS the Company and the Investor entered into a subscription agreement dated October 27, 2025 (the “Subscription Agreement”), pursuant to which the Investor agreed to purchase, and the Company agreed to sell to the Investor: (i) 7,725,321 Common Shares (as defined herein); (ii) 953,743 common share purchase warrants entitling the holder thereof to acquire Common Shares at an exercise price of $ 31.46 on or before the first anniversary of the date of issuance (the “2026 Warrants”); (ii) 953,743 common share purchase warrants entitling the holder thereof to acquire Common Shares at an exercise price of $ 34.95 on or before the second anniversary of the date of issuance (the “2027 Warrants”); and (iii) 953,743 common share purchase warrants entitling the holder thereof to acquire Common Shares at an exercise price of $ 38.45 on or before the third anniversary of the date of issuance (the “2028 Warrants”, and together with the 2026 Warrants and the 2027 Warrants, the “Warrants”));

AND WHEREAS following the acquisition of the Common Shares and Warrants pursuant to the Subscription Agreement, the Investor will own 7,725,321 Common Shares and 2,861,229 Warrants, representing approximately 6.5 % of the issued and outstanding Common Shares on a non-diluted basis and 8.6 % of the issued and outstanding Common Shares on a partially-diluted basis (giving full effect to the exercise of the Warrants held by the Investor);

AND WHEREAS in consideration for the Investor’s agreement to complete the transactions contemplated in the Subscription Agreement, the Company has agreed to grant certain rights set out herein to the Investor, on the terms and subject to the conditions set out herein;

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NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

Article 1INTERPRETATION

1.1	Defined Terms

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

“Act” means the Business Corporations Act (British Columbia);

“ATM Program” means an at-the-market or similar continuous offering mechanism through which the Company may, from time to time, issue and sell equity securities directly into the public markets at prevailing market prices, without a predetermined offering size or timing;

“Affiliate” means (a) for so long as the Company is subject to the reporting requirements of the Exchange Act as a domestic issuer, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, such first Person (the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise); or (b) at any time during which (a) does not apply shall have the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;

“Applicable Laws” means with respect to any person, any domestic, foreign, federal, provincial, state, county or municipal or local law, rule or regulation, including any statute, regulation, rule or subordinate legislation or treaty or common law and any rule, decree, policy or enactment of any Governmental Authority that is binding or applicable to such person;

“Board” means the board of directors of the Company;

“Bought Deal” means: (a) a fully underwritten offering pursuant to which an underwriter has committed to purchase securities of the Company pursuant to a “bought deal” letter prior to the filing of a preliminary prospectus or prospectus supplement, as the case may be; or (b) a distribution pursuant to an overnight marketed offering;

“Business Day” means any day, other than: (a) a Saturday, Sunday or statutory holiday in the Province of Ontario, in the State of New York or in the State of Idaho; or (b) a day on which banks are generally closed in the Province of Ontario, in the State of New York or in the State of Idaho;

“Common Shares” means the common shares in the capital of the Company issued and outstanding from time to time and includes any common shares that may be issued hereafter;

“Company” shall have the meaning set out in the preamble hereto;

- 3 -

“Company Technical Representative” shall have the meaning set out in Section ‎5.4(a);

“Confidentiality Agreement” means the confidentiality agreement dated November 30, 2023 between the Company and the Investor, as amended, varied or supplemented from time to time;

“Consents” means all consents, approvals, permits, licences, waivers of rights of first refusal or waivers of due on sale clauses or other waivers, as applicable, from any party to any contract or any Governmental Authority, in each case, necessary in connection with the execution of this Agreement or the performance of any terms hereof or any document delivered pursuant hereto or the completion of any of the transactions contemplated by this Agreement;

“Constating Documents” means, with respect to any person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum and articles of association, notice of articles, letters patent, supplementary letters patent, by-laws, or articles, partnership agreement, limited liability corporation or social agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trusts, pooling and/or syndicated agreements and similar contracts, arrangements and understandings applicable to the person’s securities, all as amended, supplemented, restated and replaced from time to time;

“Convertible Securities” means any security convertible, exchangeable or exercisable for or into, with or without consideration, Common Shares or other equity or voting securities of the Company, including any warrants, options or other rights issued by the Company and, for certainty, including any securities issued under any equity incentive compensation arrangements;

“Dilutive Issuance” shall have the meaning set out in Section ‎2.3(a)(i);

“EDGAR” refers to the Electronic Data Gathering, Analysis and Retrieval system operated by the U.S. Securities and Exchange Commission;

“Exchange” means the Nasdaq, Toronto Stock Exchange or such other stock exchange where the Common Shares are listed from time to time;

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

“Excluded Event” shall have the meaning set out in Section ‎2.7;

“Exercise Notice” shall have the meaning set out in Section ‎2.4(a);

“Governmental Authority” means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, ministry, central bank, court, tribunal, arbitral body, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board, or authority of any of the foregoing; or (c) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, including any stock exchange or self-regulatory authority and, for certainty, the Securities Regulatory Authorities;

- 4 -

“Indemnified Party” shall have the meaning set out in Section ‎5.5(f);

“Investor” shall have the meaning set out in the preamble hereto;

“Investor Technical Representative” shall have the meaning set out in Section ‎5.4(a);

“Issuance” shall have the meaning set out in Section ‎2.1;

“JPMorgan” means JPMorgan Chase Funding Inc.;

“JPMorgan Investor RightsAgreement” means the investor rights agreement dated October 28, 2025 between JPMorgan and the Company;

“Losses” shall have the meaning set out in Section ‎5.5(f)

“Market Price” means: (a) if the Nasdaq is the stock exchange on which the greatest volume of Common Shares regularly trades, the lowest price that satisfies the definition of “Minimum Price” in Rule 5635(d) of the Nasdaq Stock Market LLC Rules; (b) if the stock exchange on which the greatest volume of Common Shares regularly trades is not the Nasdaq, the “market price” of the Common Shares as such term is defined in the TSX Company Manual;

“Nasdaq” means the Nasdaq stock market or any successor thereto;

“Notice Period” shall have the meaning set out in Section ‎2.4(a);

“Offered Securities” means any equity or voting securities of the Company or Convertible Securities;

“Offering” shall have the meaning set out in Section ‎2.1;

“Offering Notice” shall have the meaning set out in Section ‎2.1;

“Ownership Percentage” means, at any time, the Investor’s percentage ownership interest in the equity capital of the Company, which shall be calculated: (1) for so long as the Company is subject to the reporting requirements of the Exchange Act as a domestic issuer, in accordance with Rule 13d-3 under the Exchange Act; (2) at any time during which (1) does not apply, by dividing (y) the number of Common Shares held, directly or indirectly, by the Investor and its Affiliates, by (z) the total number of Common Shares issued and outstanding at such time; provided that in the case of both (y) and (z), the number of Common Shares used in the calculation will assume the exercise and/or conversion, by the Investor and its Affiliates only, of any Convertible Securities held by the Investor and its Affiliates at such time (regardless of the exercise or conversion price or whether any conditions precedent to such exercise or conversion have been satisfied); provided further that, in the case of both (1) and (2), the calculation shall be subject to any adjustments required pursuant to Section ‎5.2;

“Participation Right” shall have the meaning set out in Section ‎2.2;

“Paulson” means Paulson & Co. Inc.;

- 5 -

“Paulson Investor Rights Agreement” means the amended and restated investor rights agreement dated March 17, 2020 between Paulson, the Company and Idaho Gold Resources Company, LLC;

“person” means and includes any individual, company, limited partnership, general partnership, joint stock company, limited liability company, joint venture, association, company, trust, bank, trust company, pension fund, business trust or other organization, whether or not a legal entity and any Governmental Authority;

“Project Advisory Committee” shall have the meaning set out in Section ‎5.4(a);

“Registration Rights Agreement” means the registration rights agreement between the Company and the parties thereto, entered into as of the date hereof pursuant to the Subscription Agreement;

“Reporting Jurisdictions” means Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan;

“Representatives” means, in respect of any person, the directors, officers, employees consultants and professional advisors of such person;

“Securities Act” means the United States Securities Act of 1933, as amended;

“Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada, the applicable federal securities legislation of the United States, and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, as the same may hereafter be amended from time to time or replaced;

“Securities Regulatory Authorities” means the securities regulatory authority of each of the Reporting Jurisdictions, the United States Securities and Exchange Commission and any Exchanges;

“Stibnite Foundation Agreement” means the profit sharing agreement between the Company and the Stibnite Foundation under which the Company is contractually liable for certain payments and obligated to issue 150,000 Common Shares to the Stibnite Foundation in connection with the Stibnite Gold Project;

“Subscription Agreement” shall have the meaning set in the recitals hereto;

“Technical Assistance” shall have the meaning set out in Section ‎5.5;

“Technical Representative” shall have the meaning set out in Section ‎5.4(a);

“Third Party ParticipationRight” shall have the meaning set out in Section ‎3.1(f);

“Top-up Notice” shall have the meaning set out in Section ‎2.3(b);

“Top-up Offering” shall have the meaning set out in Section ‎2.3(c);

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“Top-up Right” shall have the meaning set out in Section ‎2.3(a)(i);

“Top-up Shares” shall have the meaning set out in Section ‎2.3(a)(i);

“Top-up Threshold” shall have the meaning set out in Section ‎2.3(a)(ii);

“Transaction Documents” shall have the meaning set out in Section ‎1.3;

“United States” means the United States of America;

“Upsize Notice” shall have the meaning set out in Section ‎2.4(b);

“Upsize Option” shall have the meaning set out in Section ‎2.4(b);

“Warrant Certificates” means the certificates representing the Warrants; and

“Warrants” shall have the meaning set out in the recitals hereto.

1.2	Rules of Construction

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:

(a)	the<br> terms “Agreement”, “this Agreement”, “the Agreement”,<br> “hereto”, “hereof”, “herein”, “hereby”, “hereunder”<br> and similar expressions refer to this Agreement in its entirety and not to any particular<br> provision hereof;
(b)	references<br> to an “Article” or “Section” followed by a number or letter refer<br> to the specified Article or Section to this Agreement;
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(c)	the<br> division of this Agreement into articles and sections and the insertion of headings are for<br> convenience of reference only and shall not affect the construction or interpretation of<br> this Agreement;
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(d)	words<br> importing the singular number only shall include the plural and vice versa and words importing<br> the use of any gender shall include all genders;
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(e)	the<br> word “including” is deemed to mean “including without limitation”;
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(f)	the<br> terms “party” and “the parties” refer to a party or the parties to<br> this Agreement;
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(g)	any<br> reference to this Agreement means this Agreement as amended, modified, replaced or supplemented<br> from time to time;
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(h)	any<br> reference to a statute, regulation or rule shall be construed to be a reference thereto<br> as the same may from time to time be amended, re-enacted or replaced, and any reference to<br> a statute shall include any regulations or rules made thereunder;
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(i)	all<br> dollar amounts refer to U.S. dollars unless otherwise specified;
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(j)	any<br> time period within which a payment is to be made or any other action is to be taken hereunder<br> shall be calculated excluding the day on which the period commences and including the day<br> on which the period ends; and
(k)	whenever<br> any action is required to be taken or period of time is to expire on a day other than a Business<br> Day, such action shall be taken or period shall expire on the next following Business Day.
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1.3	Entire Agreement
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This Agreement, the Confidentiality Agreement, the Subscription Agreement, the Registration Rights Agreement and the Warrant Certificates (collectively, the “Transaction Documents”) constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and supersede all prior agreements, understandings, negotiations and discussions, whether written or oral, between the parties. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the aforesaid agreements. In the event of any conflict or inconsistency between this Agreement and the Transaction Documents, the provisions contained in this Agreement shall prevail to the extent of such conflict or inconsistency.

1.4	Time of Essence

Time shall be of the essence of this Agreement.

1.5	Governing Law and Submission to Jurisdiction

(a)            This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.

(b)            Each of the parties irrevocably and unconditionally: (i) submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia over any action or proceeding arising out of or relating to this Agreement; (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts; and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

1.6	Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.

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Article 2Participation Right

2.1	Notice of Issuances

If the Company proposes to issue (an “Issuance”) any Offered Securities pursuant to a public offering or a private placement for cash, other than any ATM Program (each, an “Offering”) at any time after the date of this Agreement, the Company shall, as soon as practicable after the public announcement of the Offering, but in any event not later than the earlier of: (a) the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Issuance that constitutes a public offering of Offered Securities; and (b) five Business Days prior to the expected completion date of the Issuance in connection with an Issuance that does not constitute a public offering of Offered Securities, in each case, give written notice of the Issuance to the Investor, which notice shall include full particulars of the Offering, including the number of Offered Securities, the rights, privileges, restrictions, terms and conditions of the Offered Securities, the price per Offered Security to be issued under the Offering, a detailed summary of the expected use of proceeds of the Offering and the expected closing date of the Offering (the “Offering Notice”). The Offering Notice shall also include copies of any investor presentation, prospectus, registration statement or offering memorandum or similar disclosure document, subscription agreement and other materials delivered by the Company (or by any agent or investment dealer acting on behalf of the Company) to potential purchasers under the Offering.

2.2	Grant of Participation Right

(a)            The Company agrees that the Investor (directly or through an Affiliate) has the right (the “Participation Right”) to subscribe for and to be issued as part of an Offering, subject to Section ‎2.2(b), at the subscription price per Offered Security pursuant to the Offering and otherwise on substantially similar terms and conditions (other than price) as set out in the Subscription Agreement as they relate to closing conditions, closing mechanics and scope of the representations and warranties of the Company set out therein:

(i)	in<br> the case of an Offering of Common Shares, up to such number of Common Shares that will allow<br> the Investor to maintain or acquire, as applicable, up to the greater of: (i) an Ownership<br> Percentage that is the same as the Ownership Percentage that the Investor had immediately<br> prior to completion of such Offering; and (ii) an Ownership Percentage equal to 9.99%,<br> in each case after giving effect to the Offering; and
(ii)	in<br> the case of an Offering of Offered Securities (other than Common Shares), up to such number<br> of Offered Securities that will (after giving effect to such Offering and assuming, for all<br> purposes of this Section ‎2.2(a)(ii), the conversion,<br> exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities<br> issued in connection with the Offering and issuable pursuant to this Section ‎2.2)<br> allow the Investor to maintain or acquire, as applicable, up to the greater of: (i) an<br> Ownership Percentage that is the same as the Ownership Percentage that the Investor had immediately<br> prior to completion of such Offering; or (ii) an Ownership Percentage equal to 9.99%,<br> in each case after giving effect to the Offering;
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(i)

in the case of an Offering of Common Shares, up to such number of Common Shares that will allow the Investor to maintain or acquire, as applicable, up to the greater of: (i) an Ownership Percentage that is the same as the Ownership Percentage that the Investor had immediately prior to completion of such Offering; and (ii) an Ownership Percentage equal to 9.99%, in each case after giving effect to the Offering; and

(ii)

in the case of an Offering of Offered Securities (other than Common Shares), up to such number of Offered Securities that will (after giving effect to such Offering and assuming, for all purposes of this Section ‎2.2(a)(ii), the conversion, exercise or exchange of all of the convertible, exercisable or exchangeable Offered Securities issued in connection with the Offering and issuable pursuant to this Section ‎2.2) allow the Investor to maintain or acquire, as applicable, up to the greater of: (i) an Ownership Percentage that is the same as the Ownership Percentage that the Investor had immediately prior to completion of such Offering; or (ii) an Ownership Percentage equal to 9.99%, in each case after giving effect to the Offering;

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provided that, if the Investor is prohibited by Securities Laws or other Applicable Laws or the rules of any applicable stock exchange from participating on the foregoing terms and conditions, the Company shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit.

(b)            Notwithstanding the Investor’s right to participate in an Offering at the subscription price per Offered Security as set out in Section 2.2(a), if the Offering involves the issuance of Offered Securities exclusively to a Governmental Authority of the United States of America, then if the price per Common Share (or the lowest as-converted price per Common Share that may result from a Convertible Security) under such Offering is: (i) at least 80% of the Market Price on the date on which the Offering Notice is delivered, then the Investor shall be entitled to participate in such Offering at the subscription price per Offered Security under the Offering; and (ii) less than 80% of the Market Price on the date on which the Offering Notice is delivered, then the Investor shall be entitled to participate in such Offering at a subscription price per Offered Security equal to 80% of the Market Price on the date on which the Offering Notice is delivered (or at a price per Offered Security that results in an as-converted price per Common Share equivalent thereto).

(c)            Notwithstanding Section 2.2(a), if the Investor is permitted to participate in an Offering that is qualified by a registration statement or prospectus under applicable Securities Laws, the Investor shall only be entitled to participate in such Offering on the terms of such Offering and not on substantially similar terms and conditions as those set out in the Subscription Agreement.

2.3	Top-up Offering

(a)            Without limiting Section ‎2.2, the Company agrees that, subject to the terms of this Section ‎2.3:

(i)	in<br> connection with the issuance of Common Shares on the conversion, exercise or exchange of<br> Convertible Securities or pursuant to any other contract, agreement or understanding that<br> provides for the issuance of Common Shares (e.g., as consideration for acquisitions<br> or the payment of professional fees, pursuant to an ATM Program, etc.), other than an<br> Issuance of Offered Securities in connection with an Offering pursuant to which the Investor<br> is able to participate (a “Dilutive Issuance”), the Investor (directly<br> or through an Affiliate) shall have the right (the “Top-up Right”) to<br> subscribe for and be issued up to such number of Common Shares that will allow the Investor<br> to maintain or acquire, as applicable, up to the greater of: (A) an Ownership Percentage<br> that is the same as the Ownership Percentage that the Investor would have had but for the<br> Dilutive Issuance referenced in the Top-up Notice; and (B) an Ownership Percentage equal<br> to 9.99%, in each case after giving effect to such Dilutive Issuance (the “Top-up Shares”); and
(ii)	the<br> Top-up Right shall be exercisable from time to time following Dilutive Issuances that result<br> in the reduction of the Investor’s Ownership Percentage by at least 1.0%, in the aggregate<br> (the “Top-up Threshold”), which shall be calculated by aggregating all<br> Dilutive Issuances that occurred in each case from the later of (A) the date of this<br> Agreement and (B) the date of the last Top-up Notice.
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(i)

in connection with the issuance of Common Shares on the conversion, exercise or exchange of Convertible Securities or pursuant to any other contract, agreement or understanding that provides for the issuance of Common Shares (e.g., as consideration for acquisitions or the payment of professional fees, pursuant to an ATM Program, etc.), other than an Issuance of Offered Securities in connection with an Offering pursuant to which the Investor is able to participate (a “Dilutive Issuance”), the Investor (directly or through an Affiliate) shall have the right (the “Top-up Right”) to subscribe for and be issued up to such number of Common Shares that will allow the Investor to maintain or acquire, as applicable, up to the greater of: (A) an Ownership Percentage that is the same as the Ownership Percentage that the Investor would have had but for the Dilutive Issuance referenced in the Top-up Notice; and (B) an Ownership Percentage equal to 9.99%, in each case after giving effect to such Dilutive Issuance (the “Top-up Shares”); and

(ii)

the Top-up Right shall be exercisable from time to time following Dilutive Issuances that result in the reduction of the Investor’s Ownership Percentage by at least 1.0%, in the aggregate (the “Top-up Threshold”), which shall be calculated by aggregating all Dilutive Issuances that occurred in each case from the later of (A) the date of this Agreement and (B) the date of the last Top-up Notice.

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(b)            Subject to Section ‎2.3(d), within 10 Business Days of the filing by the Company of its quarterly report with respect to the end of each fiscal quarter during which one or more Dilutive Issuances occurred resulting in the Top-up Threshold being achieved, the Company shall deliver a written notice (a “Top-up Notice”) to the Investor containing the number of Common Shares issued pursuant to any the Dilutive Issuances and the total number of issued and outstanding Common Shares following such Dilutive Issuances, in each case from the later of: (i) the date of this Agreement; and (ii) the date of the last Top-up Notice.

(c)            If the Investor delivers an Exercise Notice in accordance with Section ‎2.4, the Company shall, subject to Section ‎2.5 and in accordance with the provisions of this ‎Article 2, promptly and in any event within 30 days of the date on which the relevant Top-up Notice was delivered, complete an offering to the Investor of the number of Top-up Shares the Investor wishes to subscribe for pursuant to the Top-up Right, as specified in the Exercise Notice, at an offering price per Top-up Share equal to the Market Price of the Common Shares on the date on which the Investor delivers such Exercise Notice in respect of the Top-up Right (each, a “Top-up Offering”) and otherwise on substantially the terms and conditions satisfactory to the Investor, acting reasonably. Each Top-up Offering shall be an offering of Common Shares and shall be subject to applicable Securities Laws, including any required approvals or restrictions on transfer set forth therein.

(d)            Notwithstanding Section ‎2.3(a), ‎2.3(b) or ‎2.3(c), if a Top-up Threshold is achieved in, or is determined by the Company, acting reasonably, to be likely to occur, prior to the end of a fiscal quarter prior to setting the record date for any meeting of shareholders, the Company shall deliver a Top-up Notice to the Investor and, if the Investor delivers an Exercise Notice in accordance with Section ‎2.4 in response to a Top-up Notice delivered pursuant to this Section ‎2.3(d), the Company shall, subject to Section ‎2.5 and in accordance with the provisions of this ‎Article 2, promptly, and in any event prior to declaring the record date for such shareholder meeting, complete a Top-up Offering to the Investor.

2.4	Exercise Notice

(a)            If the Investor wishes to exercise the Participation Right or the Top-up Right, the Investor shall give written notice to the Company (the “Exercise Notice”) of its intention to exercise such right and of the number of Offered Securities or Top-up Shares the Investor wishes to subscribe for and purchase pursuant to the Participation Right or the Top-up Right, as applicable. The Investor shall deliver an Exercise Notice to subscribe to the Offering or issuance of Top-up Shares, within five Business Days after the date of receipt of an Offering Notice or within 30 days of receipt of a Top-up Notice, as applicable, or in the case of a public offering, within three Business Days of receipt of an Offering Notice, or in the case of a public offering that is a Bought Deal, within two Business Days of receipt of an Offering Notice (the “Notice Period”), failing which the Investor will not be entitled to exercise the Participation Right or the Top-up Right in respect of such Offering, Issuance or issuance of Top-up Shares.

(b)            If the Company at any time proposes to increase the number of any Offered Securities to be issued in an Offering in which the Investor has elected to exercise its Participation Right, it shall, by notice in writing delivered to the Investor (the “Upsize Notice”), give the Investor the option to subscribe for additional Offered Securities up to the same pro rata share in the additional Offered Securities as the Investor’s participation in the underlying Offering (the “Upsize Option”). The Investor shall be entitled to exercise the Upsize Option by delivering a new Exercise Notice to the Company. If no new Exercise Notice is delivered by the Investor to the Company within one Business Day of receipt by the Investor of the Upsize Notice, the Exercise Notice of the Investor delivered in respect of the original Offering Notice shall continue in full force and effect.

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2.5	Issuance of Offered Securities and Top-up Shares

(a)            If the Company receives an Exercise Notice from the Investor within the Notice Period or the period set out in Section ‎2.4(b), then the Company shall, subject to:

(i)	the<br> receipt and continued effectiveness of all required approvals (including the approval(s) of<br> the Exchange and any required approvals under Securities Laws), which approvals the Company<br> shall use all commercially reasonable efforts to promptly obtain (including by applying for<br> any necessary price protection confirmations, seeking shareholder approval (if required)<br> in the manner described below, and using its commercially reasonable efforts to cause management<br> and each member of the Board to vote their Common Shares and any shares of the Company entitled<br> to vote in the matter and all votes received by proxy in favour of the issuance of the Offered<br> Securities or the Top-up Shares, as applicable, to the Investor); and
(ii)	the<br> completion of the relevant Offering, if applicable,
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(i)

the receipt and continued effectiveness of all required approvals (including the approval(s) of the Exchange and any required approvals under Securities Laws), which approvals the Company shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause management and each member of the Board to vote their Common Shares and any shares of the Company entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor); and

(ii)

the completion of the relevant Offering, if applicable,

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issue to the Investor or its nominee, against payment of the subscription price payable in respect thereof, that number of Offered Securities or Top-up Shares, as applicable, set out in the Exercise Notice.

(b)            The Company and Investor shall use commercially reasonable efforts to structure any issuance of Offered Securities or Top-up Shares to the Investor within available exemptions from the shareholder approval requirements under the Exchange or otherwise under Applicable Laws. If the Company is required by an Exchange or otherwise under Applicable Laws to seek shareholder approval for the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor or its nominee in connection with an Offering, then the Company shall, in its sole discretion, either: (i) terminate the Offering in its entirety (and for certainty, not just the issuance of Offered Securities to the Investor); or (ii) (A) call and hold a meeting of its shareholders to consider the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within 75 days after the date that the Company is first advised by the Exchange or other applicable Governmental Authority that it will require shareholder approval; and (B) in connection with such meeting, recommend approval of the issuance of the Offered Securities or the Top-up Shares, as applicable, to the Investor and solicit proxies in support thereof.

2.6	Blackout Periods

In relation to any exercise periods for the Investor to elect to exercise the Top-up Right to acquire the Top-up Shares, to the extent that the Investor is restricted from trading in securities of the Company under Securities Laws or other Applicable Laws, the relevant exercise period shall be extended until the fifth Business Day following the termination of such restriction.

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2.7	Issuances Not Subject to Participation Right or Top-up Right

Notwithstanding anything to the contrary contained herein, Sections ‎2.1 to ‎2.5 will not apply to any Issuances in the following circumstances (each such Issuance pursuant to paragraphs (a) through (e) of this Section ‎2.7 being referred to as an “Excluded Event”):

(a)	a<br> rights offering that is made to (and the rights thereunder are exercisable by) all shareholders<br> of the Company including the Investor;
(b)	any<br> share split, share dividend or capital reorganization of the Company or any subsidiary; provided<br> that the beneficial shareholders of the Company or such subsidiary, as applicable, and the<br> percentage ownership interest of each beneficial shareholder of the Company or such subsidiary,<br> as applicable, do not change as a result thereof;
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(c)	an<br> Offering of Offered Securities made only to the Investor or any of its Affiliates;
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(d)	Issuances<br> completed following the date of this Agreement: (i) under any security-based compensation<br> plan or other incentive compensation plan of the Company that complies with the requirements<br> of the Exchange; or (ii) under any employment agreement with a director, officer or<br> employee of the Company or an Affiliate thereof in connection with the services of such director,<br> officer or employee of the Company or Affiliate thereof; and
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(e)	Issuances<br> upon the conversion, exchange or exercise of any Convertible Securities issued following<br> the date of this Agreement in compliance with Sections ‎2.2<br> or ‎2.3, as applicable.
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Article 3Representations and Warranties

3.1	Representations and Warranties of the Company

The Company represents and warrants to the Investor as follows and acknowledges and agrees that the Investor is relying on such representations and warranties to enter into this Agreement:

(a)	the<br> Company is duly incorporated and organized, and is validly subsisting, under the laws of<br> the Province of British Columbia and is up-to-date in the filing of all corporate and similar<br> returns under the laws of that jurisdiction;
(b)	the<br> Company has all necessary corporate power and authority to enter into this Agreement and<br> to perform its obligations hereunder;
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(c)	all<br> necessary corporate action has been taken by the Company to authorize the execution and delivery<br> of this Agreement and the performance of its obligations hereunder;
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(d)	this<br> Agreement has been duly executed and delivered by the Company and (assuming due execution<br> and delivery by the Investor) constitutes a legal, valid and binding obligation of the Company,<br> enforceable against it in accordance with its terms, except as that enforcement may be limited<br> by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally<br> and except that equitable remedies may be granted only in the discretion of a court of competent<br> jurisdiction;
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(e)	the<br> execution and delivery of this Agreement by the Company and the performance by the Company<br> of its obligations hereunder will not (whether after the passage of time or notice or both)<br> conflict with, result in a violation or breach of, constitute a default or require any Consent<br> (other than such as has already been obtained) to be obtained under, or give rise to any<br> termination rights or payment obligation under, any provision of:
(i)	to<br> the knowledge of the Company, (A) any judgment, decree, order or award of any Governmental<br> Authority having jurisdiction over it, or (B) any Applicable Law;
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(ii)	any<br> provision of its Constating Documents or resolutions of the Board (or any committee thereof)<br> or shareholders; or
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(iii)	any<br> license or registration or any agreement, contract or commitment, written or oral which the<br> Company is a party or subject to or bound by; and
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(f)	as<br> at the date of this Agreement, other than pursuant to the Paulson Investor Rights Agreement,<br> the JPMorgan Investor Rights Agreement and the Stibnite Foundation Agreement, the Company<br> has not granted to any Person any participation right or other right to purchase any of the<br> Common Shares or Convertible Securities of the Company, other than in connection with Issuances<br> that would be covered by an Excluded Event (a “Third Party Participation Right”).
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3.2	Representations and Warranties of the Investor
---	---

The Investor represents and warrants to the Company as follows and acknowledges and agrees that the Company is relying on such representations and warranties to enter into this Agreement:

(a)	the<br> Investor is duly incorporated and organized, and is validly subsisting, under the laws of<br> the Province of Ontario and is up-to-date in the filing of all corporate and similar returns<br> under the laws of that jurisdiction;
(b)	the<br> Investor has all necessary corporate power and authority to enter into this Agreement and<br> to perform its obligations hereunder;
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(c)	all<br> necessary corporate action has been taken by the Investor to authorize the execution and<br> delivery of this Agreement and the performance of its obligations hereunder;
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(d)	the<br> Investor is an “accredited investor” as that term is defined in Rule 501(a) under<br> the Securities Act;
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(e)	this<br> Agreement has been duly executed and delivered by the Investor and (assuming due execution<br> and delivery by the Company) constitutes a legal, valid and binding obligation of the Investor,<br> enforceable against it in accordance with its terms, except as that enforcement may be limited<br> by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally<br> and except that equitable remedies may be granted only in the discretion of a court of competent<br> jurisdiction; and
(f)	the<br> execution and delivery of this Agreement by the Investor and the performance by the Investor<br> of its obligations hereunder will not (whether after the passage of time or notice or both)<br> conflict with, result in a violation or breach of, constitute a default or require any Consents<br> (other than such as has already been obtained) to be obtained under, or give rise to any<br> termination rights or payment obligation under, any provision of:
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(i)	to<br> the knowledge of the Investor, (A) any judgment, decree, order or award of any Governmental<br> Authority having jurisdiction over it, or (B) any Applicable Law;
---	---
(ii)	any<br> provision of its Constating Documents or resolutions of its board of directors (or any committee<br> thereof) or shareholders; or
---	---
(iii)	any<br> material license or registration or any material agreement, contract or commitment, written<br> or oral which the Investor is a party or subject to or bound by.
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Article 4COVENANTS

4.1	Reporting Issuer Status and Listing of Common Shares

The Company shall, during the term of this Agreement, use commercially reasonable efforts to:

(a)	maintain<br> the Company’s status as a “reporting issuer” not in default under the Securities<br> Laws in each of the Reporting Jurisdictions and in the United States; and
(b)	maintain<br> the listing of the Common Shares on the Nasdaq, the Toronto Stock Exchange, the New York<br> Stock Exchange, the Texas Stock Exchange or another stock exchange in North America,
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provided that these covenants shall not restrict or prevent the Company from engaging in or completing any transaction which would result in the Company ceasing to be a “reporting issuer” or the Common Shares ceasing to be listed on any of the foregoing exchanges so long as the holders of Common Shares receive cash or securities of an entity which is listed on any of the foregoing exchanges or the holders of the Common Shares have approved the transaction.

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4.2	No Conflict With Shareholders’ Rights Plan

The Company covenants and agrees with the Investor that any shareholder rights plan, policy or similar instrument adopted by the Company shall not restrict, limit, prohibit or conflict with the exercise by the Investor of its Participation Right or its Top-up Right.

4.3	Subsidiary Security Issuances

The Company shall not, without the prior written consent of the Investor, not to be unreasonably withheld, agree to, undertake or cause, or permit to occur, any offering, sale, transfer or issuance of any securities of any subsidiary to any person other than the Company or an Affiliate of the Company. The Company shall cause its Affiliates to conduct their business and affairs in a manner consistent with, and so as to give full effect to, all of the terms and conditions of this Agreement.

4.4	Grant of Third Party Participation Rights

(a)            If the Company grants to any person a Third Party Participation Right, or amends the terms of an existing Third Party Participation Right, it shall promptly, but no later than five Business Days after granting or amending such Third Party Participation Right, provide notice of such grant or amendment to the Investor, which notice shall include a copy of the contract or agreement (including any amendments thereto) pursuant to which the person is entitled to such Third Party Participation Right.

(b)            If the grant or amendment referred to in Section ‎4.4(a) results in a Third Party Participation Right that is more favourable to such person than the terms of the Participation Right or the Top-up Right under ‎Article 2 are to the Investor, the Company shall amend, at the Investor’s election, the terms of this Agreement to ensure that the Investor’s rights under this Agreement are substantially equivalent to such Third Party Participation Right.

Article 5MISCELLANEOUS

5.1	Termination

This Agreement, other than the rights and obligations of the parties under Sections ‎5.5(f) and ‎5.11, shall terminate and the rights and obligations of the parties hereunder shall cease immediately at such time as the Investor’s Ownership Percentage is less than 1.5%.

5.2	Determining Ownership Percentage

For the purposes of Section ‎5.1, in determining whether the Investor’s Ownership Percentage is less than 1.5%:

(a)

any increase in the outstanding Common Shares of the Company arising from an Excluded Event, which, by increasing the number of Common Shares outstanding, reduces the percentage of outstanding Common Shares owned, directly or indirectly, by the Investor, shall be disregarded, and the Investor shall be deemed to own the percentage of Common Shares it would have held at such time if all such Excluded Events had not occurred; and

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(b)

any Common Shares issued as a result of a Dilutive Issuance shall be disregarded and the Investor shall be deemed to own the percentage of Common Shares it would have held at such time if such Dilutive Issuance had not occurred, unless and until the Company has delivered to the Investor a Top-up Notice in respect of such Dilutive Issuance and the Investor fails to exercise the Top-up Right within the applicable Notice Period, in which case, the Common Shares issued in connection with such Dilutive Issuance shall be counted.

5.3

Right to Information

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(a)            Subject to the Company’s obligations and restrictions under Securities Laws, during the term of this Agreement, at the reasonable request of the Investor, the Company shall provide the Investor with:

(i)	reasonable<br> access to the Company’s scientific and technical data, work plans and programs, permitting<br> information and results of operations in respect of its properties;
(ii)	written<br> reports on the status of the Company’s project development and exploration work in<br> respect of its properties that are prepared for each quarterly meeting of the technical committee<br> of the Board (or if the technical committee of the Board is no longer in effect, such reports<br> prepared for a successor to such committee or the Board) and reasonable access to such other<br> written reports (including technical reports) that are prepared from time to time, and the<br> Company may aggregate or batch high frequency reports, with such aggregated reports to be<br> delivered no less frequently than monthly; provided, however, that the Company shall<br> be entitled to exclude any competitively sensitive or non-technical information included<br> in such reports; and the Investor shall have the right to discuss such reports with management<br> of the Company and the Company shall use commercially reasonable efforts to respond to reasonable<br> questions and inquiries from the Investor with respect to the report and the contents thereof;<br> and
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(iii)	reasonable<br> access to the Company’s team and its properties for the purpose of conducting site<br> visits at dates and times to be agreed upon by the parties.
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(b)            The Investor agrees to treat all information provided to it pursuant to Section ‎5.3(a) (whether disclosed in writing, orally, visually, electronically or by any other means) as “Confidential Information” in accordance with the Confidentiality Agreement. The Investor acknowledges that information provided to it pursuant to Section ‎5.3(a) may include material non-public information, as understood pursuant to Securities Laws, relating to the Company, its Subsidiaries or their respective businesses.

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5.4	Project Advisory Committee

(a)            In order to facilitate communication between the Company and the Investor with respect to technical, operating, exploration, sustainability and external relations matters, the Company shall, at the Investor’s request, form an advisory committee (the “Project Advisory Committee”). The Project Advisory Committee shall be composed of four individuals, with two members being appointed by each of the Company and the Investor, and its mandate shall be to provide recommendations and advice to the Company’s senior management. Each member of the Project Advisory Committee shall be referred to as a “TechnicalRepresentative”. The Technical Representatives appointed by the Investor shall be referred to as the “InvestorTechnical Representatives” and the Technical Representatives appointed by the Company shall be referred to as the “Company Technical Representatives”. The Investor may appoint or remove an Investor Technical Representative by written notice to the Company Technical Representatives and the Company may appoint or remove a Company Technical Representative by written notice to the Investor Technical Representatives. Each of the Technical Representatives may be represented by an alternate designated by such Technical Representative at any meeting of the Project Advisory Committee; provided, however, that the designating Technical Representative shall ensure that any such alternate is subject to the Confidentiality Agreement and the related provisions hereunder if such alternate is not a director, officer or employee of the Investor or any of its Affiliates. Any alternate so acting shall be deemed to be a Technical Representative. The Company and the Investor shall also be entitled to designate from time to time, subject to the consent of the other party, one or more observers to attend meetings of the Project Advisory Committee. If the Company or the Investor wishes to designate any such observers it shall: (i) provide the other party with reasonable prior written notice of the names and positions held by such observers in advance of any meeting to be attended by such observers; and (ii) ensure that any such observer is subject to the Confidentiality Agreement and the related provisions hereunder if such observer is not a director, officer or employee of the Investor or any of its Affiliates; and (iii) be solely responsible for distributing to such observers any materials provided to the Technical Representatives. The role of the Project Advisory Committee shall be advisory to the management of the Company. The Project Advisory Committee will have no authority over the conduct of the operations of the Company. The recommendations and advice of the Project Advisory Committee are subject in all instances to the determinations of management of the Company. The Technical Representatives shall not receive any compensation for service on the Project Advisory Committee.

(b)            Unless otherwise agreed upon by the Technical Representatives, the Project Advisory Committee shall hold regular meetings at least quarterly and otherwise on 15 days’ notice delivered to the Technical Representatives by either party, and such meetings shall be held in person at the offices of the Company or at other mutually agreed places. At each meeting of the Project Advisory Committee, the Company shall report to the Technical Representatives on all matters relevant to the Company’s exploration and operations, in such form and with such detail as is reasonably requested by the Project Advisory Committee; provided, however, that the Company shall be entitled to exclude any competitively sensitive or non-technical information from such information and reports. Notwithstanding anything to the contrary, the Investor Technical Representatives shall have no obligation to attend any Project Advisory Committee meeting. In lieu of meetings in person, the Project Advisory Committee may conduct meetings by telephone or video conference or by other means of electronic communication by which all persons participating in the meeting are able to hear the entire meeting and be heard by all other persons attending the meeting, in each case as the Project Advisory Committee determines.

(c)            The Company shall provide each Technical Representative, or if there is no Project Advisory Committee, a representative appointed by the Investor by written notice to the Company with reasonable access to technical, resource, mineral, exploration, sustainability, life of mine or operations information related to the Company’s mineral projects, and for certainty, the Company shall be entitled to exclude any competitively sensitive or non-technical information from such information and reports.

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5.5	Technical Assistance

The parties acknowledge that the Investor or its Affiliates may provide, in the performance of activities under Section ‎5.4 or as requested by the Company from time to time, technical assistance, advice, information or services (collectively, the “TechnicalAssistance”) to the Company relating to one or more of the Company’s mineral projects. For certainty, the Company shall at all times retain the right, in its sole discretion, to engage, appoint, or hire any technical consultants, advisors, contractors or personnel it chooses in connection with its mineral projects or otherwise, and nothing in this Section ‎5.5 or otherwise in this Agreement shall be construed to restrict or limit the Company’s ability to do so. Subject to any written agreement between the parties to the contrary, in connection with the provision of any such Technical Assistance by the Investor or its Affiliates, the Company hereby acknowledges and agrees as follows:

(a)	the<br> Investor and its Affiliates are under no obligation to provide any Technical Assistance to<br> the Company and may cease providing Technical Assistance at any time or from time to time;
(b)	neither<br> the Investor nor its Affiliates will receive any remuneration in consideration for the provision<br> of any Technical Assistance to the Company;
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(c)	the<br> Company shall not, in any communication or agreement with another person or in any public<br> statement or publicly filed or disseminated document of the Company: (i) describe or<br> refer to any Technical Assistance requested from or provided by the Investor Technical Representative,<br> the Investor or its Affiliates or their respective directors, officers, employees or other<br> personnel; or (ii) refer to the Investor Technical Representative, the Investor or any<br> of its Affiliates by name, in each case without the prior written consent of the Investor;
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(d)	the<br> Investor and its Affiliates expressly disclaim and make no representation or warranty, express<br> or implied, as to the accuracy, completeness, usefulness or reliability of any Technical<br> Assistance, and the Company will use the Technical Assistance at the Company’s own<br> risk;
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(e)	in<br> no event shall the Investor, any of its Affiliates or any of their respective directors,<br> officers, employees or agents be liable for any indirect, special, consequential, incidental<br> or punitive damages of any sort, loss of profits, failure to realize expected savings, loss<br> of revenues or loss of use of any properties or capital, whether or not any such damages<br> or claims were foreseeable, relating to, in connection with or arising out of the provision<br> by the Investor Technical Representative, the Investor or any of its Affiliates of Technical<br> Assistance to the Company; and
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(f)	the<br> Company shall indemnify and hold harmless the Investor and each of its Affiliates, and their<br> respective directors, officers, employees and agents (each, an “Indemnified Party”),<br> to the full extent lawful, from and against any and all expenses, losses, claims (including<br> shareholder actions, derivative or otherwise), actions, suits, proceedings, damages and liabilities,<br> joint or several, including the aggregate amount paid in reasonable settlement of any actions,<br> suits, proceedings, investigations or claims and the reasonable fees and expenses of their<br> counsel that may be incurred in advising with respect to and/or defending any action, suit,<br> proceeding, investigation or claim that may be made or threatened against any Indemnified<br> Party or in enforcing this indemnity or to which any Indemnified Party may become subject<br> or otherwise involved in any capacity under any statute or common law or otherwise (collectively,<br> “Losses”) insofar as such Losses relate to, are caused by, result from,<br> arise out of or are based upon, directly or indirectly, the provision of Technical Assistance<br> by the Investor or its Affiliates; provided, however, that the Company shall not be liable<br> to an Indemnified Party to the extent that any such Losses result from such Indemnified Party’s<br> fraud, criminal activity or gross negligence.
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5.6	Notices

(a)            Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows:

(i)	in<br> the case of the Investor:

Agnico Eagle Mines Limited

145 King Street East, Suite 400

Toronto, ON M5C 2Y7

Attention:	Peter Netupsky
E-mail:	[***] with a copy to
	[***]

with a copy (which shall not constitute notice) to:

Davies Ward Phillips & Vineberg LLP

155 Wellington Street West

Toronto, ON M5V 3J7

Attention:	Patricia Olasker and Marc Pontone
E-mail:	[*] and [*]
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in the case of the Company:

Perpetua Resources Corp.

405 S. 8^th^Street, Ste 201

Boise, ID 83702

Attention:	Mark Murchison
E-mail:	[***]
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with a copy to:

Hunton Andrews Kurth LLP

1445 Ross Avenue, Suite 3700

Dallas, TX 75202

Attention:	Joanna Enns
E-mail:	[***]
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(b)            Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the place of receipt, then on the next following Business Day) or, if mailed, on the third Business Day following the date of mailing; provided, however, that if at the time of mailing or within three Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.

(c)            Either party may at any time change its address for service from time to time by giving notice to the other party in accordance with this Section ‎5.6.

5.7	Amendments and Waivers

No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

5.8	Assignment

No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party. Notwithstanding the foregoing, the Investor may assign and transfer all of its rights, benefits, duties and obligations under this Agreement in their entirety, without the consent of the Company, to an Affiliate of the Investor; provided that the Investor unconditionally and irrevocably guarantees the obligations of any such assignee under this Agreement, and any such assignee shall, prior to any such transfer, agree to be bound by all of the covenants of the Investor contained herein and comply with the provisions of this Agreement, and shall deliver to the Company a duly executed undertaking to such effect in form and substance satisfactory to the Company, acting reasonably.

5.9	Successors and Assigns

This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.

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5.10	Expenses

Except as otherwise expressly provided in this Agreement, each party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.

5.11	Public Disclosure

(a)            Subject to Sections ‎5.11(b) and ‎5.11(c), the Company, its Affiliates and each of their respective Representatives shall not, and the Company shall cause its Affiliates and each of their respective Representatives to not make any public disclosure or statement with respect to the Investor (which shall include the name of, logo of, or any other reference in any way to, the Investor or any of its Affiliates), without the prior written consent of the Investor. For certainty, “public disclosure” shall include press releases, corporate presentations, conference materials, social media postings or other content produced by or on behalf of the Company or any of its Affiliates that is widely distributed or made available on any website, social media or other platform maintained or controlled by or on behalf of the Company or any of its Affiliates.

(b)            The Investor hereby consents to the Company filing a copy of this Agreement on EDGAR and SEDAR+. The Company shall provide the Investor with a reasonable opportunity to review and propose redactions to this Agreement prior to any public filing, and the Company shall accept any redactions proposed by the Investor, to the extent permitted by Applicable Law; provided that if the Investor does not respond to a request for redactions within two Business Days, the Company shall be entitled to make such disclosure without the input of the Investor. Once this Agreement has been filed pursuant to Applicable Law, the Company shall be permitted to disclose factual descriptions of the terms of this Agreement in its continuous disclosure documents, if and only to the extent required by Applicable Securities Laws, without seeking consent for each such disclosure.

(c)            If the Company determines that it is required, in accordance with Applicable Law, to publicly disclose information regarding this Agreement, the Investor and/or the transactions contemplated hereby (other than in accordance with Section ‎5.11(b)), it shall provide the Investor with a reasonable opportunity to review and comment on the content of any such public disclosure. The Company shall incorporate the Investor’s comments into the public disclosure to the extent the Investor’s comments are permitted by Applicable Law. If the Investor does not respond to a request for comment within two Business Days, the Company shall be entitled to issue the public disclosure without the input of the Investor. The Company shall be permitted to disclose, in any continuous disclosure document required to be filed by the Company in accordance with Applicable Securities Laws, any disclosure that was previously approved by the Investor for disclosure in such document in accordance with this Agreement.

(d)            The Company shall be liable to the Investor for any breach by the Company, its Affiliates or any of their respective Representatives of the obligations and limitations created by, or arising under, this Section ‎5.11.

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5.12	Further Assurances

Each of the parties shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

5.13	Right to Injunctive Relief

The parties agree that any breach of the terms of this Agreement by either party would result in immediate and irreparable injury and damage to the other party which could not be adequately compensated by damages. The parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting party, the other party shall be entitled to equitable relief, including by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies (including damages) to which such other party may be entitled at law or in equity.

5.14	Counterparts

This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts (including in electronic form and/or with electronic signatures), with the same effect as if each party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.

[Remainder of page intentionally leftblank; signature page follows.]

IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above.

AGNICO EAGLE MINES LIMITED
by	/s/ Chris Vollmerhausen
	Name:	Chris Vollmerhausen
	Title:	Executive Vice President, Legal, General Counsel & Corporate Secretary
PERPETUA RESOURCES CORP.
by	/s/ Jonathan Cherry
	Name:	Jonathan Cherry
	Title:	Chief Executive Officer

Signature Page – Investor Rights Agreement

EXHIBIT 10.2

PERPETUA RESOURCES CORP.

JPMORGAN CHASE FUNDING INC.

INVESTOR RIGHTS AGREEMENT

OCTOBER 28, 2025

INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT is made as of the 28th day of October 2025.

BETWEEN:

PERPETUA RESOURCES CORP., a company incorporated under the Business Corporations Act (British Columbia) (hereinafter referred to as the “Company”)

– and –

JPMORGAN CHASE FUNDING INC., a Delaware corporation (hereinafter referred to as the “Investor”)

WHEREAS, the Company and the Investor have entered into a subscription agreement dated as of October 27, 2025 (the “Subscription Agreement”), pursuant to which the Investor agreed to purchase, and the Company agreed to sell to the Investor: (i) 3,218,884 Common Shares (as defined herein); (ii) 397,393 common share purchase warrants entitling the holder thereof to acquire Common Shares at an exercise price of $31.46 on or before the first anniversary of the date of issuance (the “2026 Warrants”); (iii) 397,393 common share purchase warrants entitling the holder thereof to acquire Common Shares at an exercise price of $34.95 on or before the second anniversary of the date of issuance (the “2027 Warrants”); and (iv) 397,393 common share purchase warrants entitling the holder thereof to acquire Common Shares at an exercise price of $38.45 on or before the third anniversary of the date of issuance (the “2028Warrants”, and together with the 2026 Warrants and the 2027 Warrants, the “Warrants”));

WHEREAS, following the acquisition of the Common Shares and the Warrants pursuant to the Subscription Agreement, the Investor will own 3,218,884 Common Shares and 1,192,179 Warrants, representing approximately 2.71% of the issued and outstanding Common Shares on a non-diluted basis and 3.68% of the issued and outstanding Common Shares on a partially-diluted basis (giving full effect to the exercise of the Warrants held by the Investor but no effect to the exercise or conversion of any other convertible securities);

WHEREAS, in connection with the transactions contemplated by the Subscription Agreement, the Company and the Investor are entering into a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), concurrently with this Agreement; and

WHEREAS, in consideration for the Investor’s agreement to complete the transactions contemplated in the Subscription Agreement, the Company has agreed to grant certain rights set out herein to the Investor, on the terms and subject to the conditions set out herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties hereto agree as follows:

1.            Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Agnico Investor Rights Agreement” means the investor rights agreement dated October [28], 2025 between Agnico Eagle Mines Limited and the Company.

“Agreement” means this investor rights agreement dated October 28, 2025 between the Investor and the Company.

“Applicable Law” means all applicable federal, provincial, state, regional, territorial, municipal, local or Aboriginal laws, statutes, treaties, codes, by-laws, tariffs or ordinances, whether domestic or foreign, of any Governmental Authority, including applicable regulations, rules, subordinate legislation or other statutory instruments, orders and stock exchange rules or policies, including Applicable Securities Laws.

“Applicable Securities Laws” means the securities legislation, the respective regulations made thereunder, and the rules, policies, notices and orders issued by applicable securities regulatory authorities, including the TSX and Nasdaq, in each case having application over the transactions contemplated by the Subscription Agreement, the Registration Rights Agreement, the Warrant and this Agreement and the Company in Canada and the United States.

“BHC Act” has the meaning set forth in Section 3(a).

“Business Day” means a day which is not a Saturday, Sunday, or a civic or statutory holiday in the Province of Ontario and the State of New York, on which commercial banks in Toronto, Ontario and New York, New York are open for business.

“Commission” means the U.S. Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time.

“Common Shares” means the common shares without par value, in the capital of the Company.

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition, reorganization or otherwise.

“Confidential Information” means all information provided to the Investor or its Affiliates pursuant to Section ‎5(a) (whether disclosed in writing, orally, visually, electronically or by any other means); provided that Confidential Information shall not include information which: (a) prior to disclosure to the Investor or its Affiliates was already in the possession of the Investor or its Affiliates; (b) is or becomes publicly available other than as a result of a disclosure by the Investor or its Affiliates, its own and its Affiliates’ respective officers, directors, employees, representatives, auditors, and professional advisors (collectively, its “Representatives”) in violation of this Agreement; (c) is obtained by the Investor from a third party that the Investor does not know to have violated, or to have obtained such information in violation of, any obligation of confidentiality to the Company or its Affiliates with respect to such information; or (d) is independently developed by the Investor or its Representatives without use of or reference to the Confidential Information.

“Government Equity Investment” means any direct or indirect investment in Common Shares or Convertible Securities of the Company by any Governmental Authority, including any sovereign wealth fund, development finance institution, export credit agency, or any other entity owned or controlled by a government, whether foreign or domestic, or any agency, instrumentality or political subdivision thereof.

“Investor” has the meaning set forth in the preamble and includes the Investor’s permitted assigns and its successors by merger, acquisition, reorganization or otherwise.

“New Securities” means any Common Shares or Convertible Securities issued after the date hereof.

“Notice Termination Time” has the meaning set forth in Section 2(a)(ii).

“Offer Notice” has the meaning set forth in Section 2(a)(i).

“Ownership Percentage” means, at any time, the Investor’s percentage ownership interest in the equity capital of the Company, which shall be calculated in accordance with Rule 13d-3 under the Exchange Act.

“Paulson Investor Rights Agreement” means the Amended and Restated Investor Rights Agreement by and among the Company, Idaho Gold Resources Company, LLC and Paulson & Co. Inc., dated March 17, 2020, and any amendments thereto.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, unincorporated organization, trust, association or other entity.

“Pro Rata Percentage” has the meaning set forth in Section 2(a)(ii).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Subscription Agreement” has the meaning set forth in the recitals.

“Subsequent Financing” has the meaning set forth in Section 2(a).

“Voting Threshold” has the meaning set forth in Section 3(a).

“Warrants” has the meaning set forth in the Subscription Agreement.

“Warrant Shares” means the Common Shares issuable to the Investor upon exercise of the Warrants issued to the Investor pursuant to the Subscription Agreement.

2.            Pro Rata Participation Rights.

(a)          For so long as the Investor and its Affiliates beneficially own a number of Common Shares (including Common Shares issuable upon conversion of the Warrants) equal to at least 1.5% of the aggregate number of Common Shares issued or Common Shares issuable upon the conversion of the Warrants, if the Company proposes to offer or sell any New Securities in a financing transaction for cash (each, a “SubsequentFinancing”), the Company shall offer such New Securities to Investor as follows:

(i)            The Company shall give notice (the “Offer Notice”) to the Investors (y) in the case of a private placement of New Securities, no later than five (5) Business Days prior to the date of a definitive agreement related thereto and (z) in the case of a registered offering of New Securities, on the date of the final prospectus related thereto, in each case, stating: (A) its bona fide intention to offer such New Securities; (B) the number of such New Securities to be offered; and (C) the price and terms, if any, upon which it proposes to offer such New Securities; provided, however, that in the event of a private placement, the Offer Notice shall include such information regarding the number of New Securities to be offered and the price and terms of such offering that is known to the Company at such time of delivery of the Offer Notice, with such additional information to be provided promptly after such additional information becomes available to the Company. By executing this Agreement, the Investor acknowledges that the Offer Notice may constitute material non-public information of the Company and agrees not to trade in the securities of the Company until the Company has either confirmed in writing to the Investor that the transaction with respect to the Subsequent Financing has been abandoned or has publicly disclosed its intention to issue the New Securities in the Subsequent Financing.

(ii)           By notification to, and received by, the Company within three (3) Business Days (or two (2) Business Days in the case of a bought deal offering) after the date the Offer Notice is given (the “Notice Termination Time”), Investor may elect to purchase or otherwise acquire in a separate private placement, at the price and on the terms specified in the Offer Notice, up to such number of New Securities which equals the proportion that the Common Shares then held by Investor (on an as converted basis without regard to any limitations on conversion) bears to the total Common Shares of the Company then outstanding, immediately prior to the sale of New Securities in the Subsequent Financing (the “Pro Rata Percentage”). If the Company receives no such notice from Investor as of such Notice Termination Time, Investor shall be deemed to have notified the Company that it has elected to not participate in such private placement. Any offer made pursuant to Section 2(a)(i) hereof and any sale pursuant to this Section 2(a)(ii) shall be made without registration under the Securities Act pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder as a transaction not involving a public offering. The closing of any sale pursuant to this Section ‎2 shall be subject to the closing of the Subsequent Financing, and, if the Subsequent Financing is completed, must occur within 30 calendar days of the later of: (A) the date that the Offer Notice is given; and (B) the date of the initial sale of New Securities pursuant to the Subsequent Financing.

(iii)          Inlieu of the obligations and procedures set forth in Sections 2(a)(i) and 2(a)(ii), to the extent the Subsequent Financing will be registered pursuant to the Securities Act in a transaction in which the Company has engaged one or more underwriter(s), or in a private placement in which the Company has engaged one or more initial purchasers or placement agents, the Company will: (i) provide the Investor with advance written notice of such proposed issuance as promptly as is reasonably practical and prudent in light of the timing and nature of the transaction; and (B) cause the underwriters, initial purchasers or placement agents, as applicable, to allow the Investor to participate in such proposed issuance in an amount up to the Investor’s Pro Rata Percentage on the same terms, conditions and price to be provided to other investors in the proposed issuance of New Securities, subject to the Eligible Investor’s compliance with any timing, indication, eligibility and documentation requirements imposed by any underwriter on similarly situated participants in the transaction.

(b)          The rights in this Section 2 shall not be applicable to:

(i)           Common Shares or Convertible Securities issued in connection with any merger, acquisition, or business combination, or in a rights offering that is open to all shareholders of the Company including the Investor;

(ii)           Common Shares or Convertible Securities issued in connection with any commercial transaction approved by the Company’s board of directors;

(iii)          Common Shares or Convertible Securities issued pursuant to the Agnico Investor Rights Agreement except to the extent participating on a pro rata basis in the same Subsequent Financing;

(iv)          Common Shares or Convertible Securities issued pursuant to the Paulson Investor Rights Agreement except to the extent participating on a pro rata basis in the same Subsequent Financing;

(v)           Common Shares or Convertible Securities issued pursuant to a Government Equity Investment or major project financing arrangement to the extent the terms of such investment or financing arrangement expressly prohibits or limits the application of the participation rights set forth herein;

(vi)         Common Shares or Convertible Securities issued as a dividend, stock split, reverse stock split, split-up or other distribution on Common Shares;

(vii)        Common Shares or Convertible Securities issued to employees or directors of, or consultants or advisors or contractors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s board of directors or the compensation committee thereof;

(viii)       Common Shares or Convertible Securities issued upon the exercise, conversion, exchange or settlement of Convertible Securities; provided such issuance is pursuant to the terms of such Convertible Securities;

(ix)          Common Shares or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing, or real property leasing transaction approved by the Company’s board of directors;

(x)           Common Shares or Convertible Securities issued pursuant to at-the-market or equity line of credit programs, or similar programs; and

(xi)          Common Shares issued pursuant to an employee share purchase plan.

(c)           Notwithstanding anything herein to the contrary, an Investor may not exercise its rights pursuant to this Section 2 in a manner or situation that would require the Company to obtain a vote of its shareholders under applicable securities and exchange rules. To the extent the Company would be required to obtain a vote of its stockholders under applicable stock exchange rules for the Investor to purchase its Pro Rata Percentage, the Company will use commercially reasonable efforts to structure the transaction between the Investor and the Company in a manner that allows the Investor to purchase its Pro Rata Percentage, with rights, preferences and privileges substantially consistent and on par with the terms of the Subsequent Financing.

3.            BHC Act Matters.

(a)          The Company shall provide notice to the Investor as soon as practicable, upon it becoming aware of any action (but in all cases within 15 days from the date of any such action to the extent the Company could reasonably foresee that such action would have such effect on the Investor) by the Company that would result or results in the Investor (together with its affiliates) having the ability to own or otherwise control more than four and ninety-nine hundredths of a percent (4.99%), or such other percentage as the Investor may specify upon its written election, of any class of voting securities of the Company (such percentage to be calculated to be (x) inclusive of any securities of the Company that the Investor and its affiliates may own, obtain, or control pursuant to a financial instrument owned by the Investor or its affiliates that is convertible into, exercisable for, exchangeable for, or otherwise may become securities of the Company and (y) exclusive of any securities of the Company that any other Investor may obtain pursuant to such financial instrument) (“Voting Threshold”); provided, however, that the Company shall have no obligation to track the beneficial ownership of the Investor or its affiliates of any Common Shares or Convertible Securities except to the extent such securities are recorded in the name of the Investor on the books of the Company or its transfer agent. For purposes of this Section 3(a), “affiliate” shall have the same meaning as that term is defined for purposes of the U.S. Bank Holding Company Act of 1956 (“BHC Act”), “control” shall have the same meaning as that term is defined in 12 C.F.R. § 225.2(e)(2), and “class of voting securities” shall have the same meaning as that term is defined for purposes of 12 C.F.R. § 225.2(q)(3).

(b)          At the Investor’s reasonable request, the Company shall take all such actions as are reasonable and necessary to assist the Investor in restructuring its investment in the Company to avoid or remediate any breach of the Voting Threshold, which actions may include but are not limited to assisting in the sale or transfer of all or a part of the Investor’s interest.

4.            Tax Matters.

(a)          As of the date hereof, to the best of the Company’s knowledge, the Company confirms that is not a “passive foreign investment company” (a “PFIC”) as defined in Section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”) and does not expect to be a PFIC for the current taxable year. The Company shall determine on an annual basis (but in no event later than 120 days following the end of the taxable year of the Company) whether it is a PFIC. If the Company concludes that it is a PFIC for a particular tax year, the Company shall, as soon as reasonably practicable (but in no event later than 120 days following the end of the taxable year of the Company), (i) notify the Investor regarding such status and (ii) provide the Investor with the necessary information to accurately prepare its (or its Affiliates’) U.S. tax returns and comply with any other reporting requirements, including, without limitation, information necessary with respect to the making of a “qualified electing fund” election as defined in Section 1295 of the Code and any related “PFIC Annual Information Statement” as described under United States Treasury Regulations Section 1.1295-1(g).

(b)          As of the date hereof, to the best of the Company’s knowledge, none of the Company and its subsidiaries is a “Controlled Foreign Corporation” (a “CFC”) as defined in the Section 957(a) of the Code and, immediately after the Closing, none of the Company and its subsidiaries would be a CFC. If the Company determines that it or any of its subsidiaries is a CFC, the Company shall, as soon as reasonably practicable (but in no event later than 120 days following the end of the taxable year of the Company) (i) notify the Investor regarding such status and (ii) provide the Investor and its tax advisors with access to such information as may be reasonably requested by the Investor for the Investor to determine its status as a “United States shareholder” of a CFC and whether the Investor (or any of its direct or indirect owners) is required to include any amount of the Company’s or its subsidiaries’ income in its gross income for U.S. federal income tax purposes.

(c)           Upon reasonable request of the Investor at any time, the Company shall promptly provide, to the extent reasonably obtainable, the information necessary, appropriate or helpful for the Investor to timely and properly comply with its or its Affiliates’ tax reporting or compliance obligations. For the avoidance of doubt, if the Investor owns 10% or more of the total combined voting power or value of shares of all classes of stock of the Company (treating, for this purpose, all warrants and convertible debt held by the Investor as converted), the Company shall (i) notify the Investor regarding such status and (ii) provide (no later than 120 days following the end of such taxable year) all information necessary to complete IRS Form 5471 (such as the annual consolidated financial report of the Company and each subsidiary, including the balance sheet, the income statement and the cash flow statement, audited in accordance with generally accepted accounting principles by an accounting firm which is qualified to practice securities related business and the consolidated audit report).

(d)          For the avoidance of doubt, the Company’s obligations under this Section 4 shall survive for so long as the Investor owns any of the Warrants or any Warrant Shares.

5.            Right to Information.

(a)          Subject to the Company’s obligations and restrictions under Applicable Securities Laws, during the term of this Agreement, at the reasonable request of the Investor, the Company shall provide the Investor with:

(i)            reasonable access to the Company’s scientific and technical data, work plans and programs, permitting information and results of operations in respect of its properties;

(ii)           written reports on the status of the Company’s project development and exploration work in respect of its properties that are prepared for each quarterly meeting of the technical committee of the Board (or if the technical committee of the Board is no longer in effect, such reports prepared for a successor to such committee or the Board); provided, however, that the Company shall be entitled to exclude any competitively sensitive or non-technical information included in such reports; and the Investor shall have the right to discuss such reports with management of the Company and the Company shall use commercially reasonable efforts to respond to reasonable questions and inquiries from the Investor with respect to the report and the contents thereof; and

(iii)          reasonable access to the Company’s team and its properties for the purpose of conducting site visits at dates and times to be agreed upon by the parties.

(b)          The Investor acknowledges that information provided to it pursuant to Section ‎5(a) may include material non-public information, as understood pursuant to Applicable Securities Laws, relating to the Company, its Subsidiaries or their respective businesses. The Investor agrees that all Confidential Information will be treated by the Investor as confidential in all respects and will only be used or disclosed by the Investor in connection with its investment in the Company. Notwithstanding the foregoing, the Investor may disclose such Confidential Information to its Representatives, which Representatives shall be informed by the Investor of the terms of this Agreement and the Investor shall be responsible for their compliance with the provisions hereof.

(i)            If Confidential Information is required to be disclosed by the Investor or its Representatives under compulsion of Applicable Law (whether by oral question, interrogatory, subpoena, civil investigative demand or similar process by a legitimate authority) or by order of any court or at the request of any governmental or regulatory body, the Investor shall, to the extent reasonably practicable and permitted by Applicable Law, rule or regulation, promptly notify the Company of such request or requirement in order for the Company to seek an appropriate order or waive compliance with the applicable provisions of this Agreement. If, in the absence of a protective order or the receipt of a waiver, the Investor or any of its Representatives are compelled to disclose any Confidential Information or else stand liable for contempt or suffer other censure of significant penalty, the Investor shall disclose only such of the Confidential Information to the party compelling disclosure as is required by Applicable Law. Notwithstanding the foregoing, the Investor and its Representatives shall be permitted to disclose Confidential Information, without providing notice to the Company, to any regulatory, self-regulatory, accounting or similar supervisory or governmental authority in the course of a routine examination, investigation, regulatory sweep or other regulatory inquiry.

(ii)           Nothing in this Agreement shall (i) prohibit the Investor from using or disclosing Confidential Information in connection with any suit, action or proceeding in connection with its investment in the Company for the purpose of defending itself; or (ii) restrict any right of J.P. Morgan Securities LLC under that certain Non-Disclosure Agreement, by and between J.P. Morgan Securities LLC and the Company, dated as of October 10, 2025.

(iii)          Investor further agrees that, upon the Company's written request, Investor shall promptly destroy or return to the Company all Confidential Information in Investor’s possession; provided, that Investor may retain, in a secure location, copies of any Confidential Information for purposes of defending any legal proceeding or as is required to be maintained in order to satisfy any law, rule, or regulation to which Investor is subject. It is also agreed it shall not be deemed to be a breach of this Agreement if Confidential Information is maintained in electronic backup storage or similar systems which are not readily accessible. Notwithstanding the return of any Confidential Information, Investor will continue to hold in confidence all Confidential Information during the term of this Agreement.

6.            Public Disclosure.

(a)          Subject to Sections ‎6(b) and 6(c), the Company, its Affiliates and each of their respective Representatives shall not, and the Company shall cause its Affiliates and each of their respective Representatives to not make any public disclosure or statement with respect to the Investor (which shall include the name of, logo of, or any other reference in any way to, the Investor or any of its Affiliates), without the prior written consent of the Investor. For certainty, “public disclosure” shall include press releases, corporate presentations, conference materials, social media postings or other content produced by or on behalf of the Company or any of its Affiliates that is widely distributed or made available on any website, social media or other platform maintained or controlled by or on behalf of the Company or any of its Affiliates.

(b)          The Investor hereby consents to the Company filing a copy of this Agreement on EDGAR and SEDAR+. The Company shall provide the Investor with a reasonable opportunity to review and propose redactions to this Agreement prior to any public filing, and the Company shall accept any redactions proposed by the Investor, to the extent permitted by Applicable Law; provided that if the Investor does not respond to a request for redactions within two Business Days, the Company shall be entitled to make such disclosure without the input of the Investor. Once this Agreement has been filed pursuant to Applicable Law, the Company shall be permitted to disclose factual descriptions of the terms of this Agreement in its continuous disclosure documents, if and only to the extent required by Applicable Securities Laws, without seeking consent for each such disclosure.

(c)           If the Company determines that it is required, in accordance with Applicable Law, to publicly disclose information regarding this Agreement, the Investor and/or the transactions contemplated hereby (other than in accordance with Section ‎6(b)), it shall provide the Investor with a reasonable opportunity to review and comment on the content of any such public disclosure. The Company shall incorporate the Investor’s comments into the public disclosure to the extent the Investor’s comments are permitted by Applicable Law. If the Investor does not respond to a request for comment within two Business Days, the Company shall be entitled to issue the public disclosure without the input of the Investor. The Company shall be permitted to disclose, in any continuous disclosure document required to be filed by the Company in accordance with Applicable Securities Laws, any disclosure that was previously approved by the Investor for disclosure in such document in accordance with this Agreement.

7.            Termination. This Agreement, other than the rights and obligations of the parties under Sections 3, 4, 5(b) and 6, shall terminate and the rights and obligations of the parties hereunder shall cease immediately at such time as the Investor’s Ownership Percentage is less than 1.5%. Sections 3, 4 and 6 shall terminate at such time as Investor no longer beneficially owns any equity securities of the Company and Section 5(b) shall terminate one year after the termination of Section 5(a).

8.            Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section ‎8) or pursuant to the information for each Investor set forth on Schedule A.

If to the Company:	Perpetua Resources Corp.<br><br> <br>405 S. 8th Street, Suite 201<br><br> <br>Boise, Idaho 83702<br><br> <br>Attn:     Mark Murchison,<br> Chief Financial Officer<br><br> <br>Email:    [***]
with a copy to:	Hunton Andrews Kurth LLP<br><br> <br>1445 Ross Avenue, Suite 3700<br><br> <br>Dallas, Texas 75202<br><br> <br>Attn:     Joanna<br> Enns<br><br> <br>Email:    [***]
If to the Investor:	JPMorgan Chase Funding Inc.<br><br> <br>205 Royal Palm Way, Floor 01<br><br> <br>Palm Beach, FL, 33480-4302 , United States<br><br> <br>Attn:     Richard W. Smith and Erin E. Brinig<br><br> <br>E-mail:   [*]; [*]
with a copy to:	Davis Polk & Wardwell LLP<br><br> <br>450 Lexington Avenue<br><br> <br>New York, NY 100017<br><br> <br>Attn:     Lee Hochbaum<br><br> <br>E-mail:   [***]

9.            Entire Agreement. This Agreement, together with the Subscription Agreement, the Registration Rights Agreement, and the Warrant constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Subscription Agreement, the terms and conditions of this Agreement shall control. Notwithstanding the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Subscription Agreement, the terms and conditions of the Investor Rights Agreement shall control.

12.          Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13.          Amendment, Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior written consent of the Company and the Investor. No waiver by any party or parties shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

14.          Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.          Remedies. The Investor, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and the Company hereby agrees to waive and defense in any action for specific performance that a remedy at law would be adequate.

16.          Governing Law; Submission to Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

17.          Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

18.          Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. Any signature to this Agreement may be delivered by facsimile, electronic mail (including pdf) or any electronic signature complying with the U.S. Federal ESIGN Act of 2000 or the New York Electronic Signature and Records Act or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes to the fullest extent permitted by Applicable Law.

19.          Further Assurances. Each of the parties to this Agreement shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and to give effect to the transactions contemplated hereby.

[signaturepage follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

PERPETUA RESOURCES CORP.
By	/s/ Jonathan Cherry
Name:	Jonathan Cherry
Title:	Chief Executive Officer
JPMORGAN CHASE FUNDING INC.
By	/s/ Richard W. Smith
Name:	Richard W. Smith
Title:	Authorized Signatory