8-K

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):February 28, 2026

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
---	---
(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)
---	---
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
---	---
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
---	---

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.

As previously disclosed, on December 18, 2025, Perpetua Resources Idaho, Inc. (“PRII”), a wholly owned subsidiary of Perpetua Resources Corp. (the “Company”), entered into an engineering, procurement, and construction management services agreement (the “Agreement”) with Hatch Ltd. (“Hatch”) for certain design, engineering, procurement, construction management, testing, studies, and related services for the Company’s Stibnite Gold Project (the “Project”). Unless defined herein, capitalized terms have the same meanings as in the Agreement.

On February 28, 2026, PRII and Hatch entered into an amendment to the Agreement (the “Amendment”) to (i) formally add the design and installation of the pressure-oxidation and oxygen system (the “POX/O2 System”) for the Project to Hatch’s defined scope of services (the “Scope”) under the Agreement as previously disclosed; (ii) update the Contract Price and Control Budget; (iii) finalize the process guarantee; and (iv) make certain ministerial amendments to the intellectual property and confidentiality provisions in support of potential project finance lenders. PRII previously selected Hatch as the chosen contractor for the POX/O2 System and had authorized Hatch to begin preliminary design work pursuant to two different limited notices to proceed executed in 2025.

As previously disclosed, the Agreement provides for Hatch to be compensated on a cost of services-plus basis, with hourly labor rates for personnel, certain direct costs and reimbursable expenses, and a performance-based incentive pool (collectively, the “Contract Price”) for the work under the Agreement. As part of the transition and baseline planning activities, PRII and Hatch prepared a control budget to serve as the basis for cost monitoring, forecasting, and reporting in connection with the Services to be performed under the Agreement (the “Control Budget”). The Amendment provides for a total Control Budget of $204.3 million, with $42.0 million of that allocated to the POX/O2 System. The Contract Price and Control Budget do not constitute a guaranteed maximum price, target price, or commitment to complete the Project for any specific amount, and are subject to change as detailed engineering, procurement and construction progress. The Agreement includes standard provisions allowing for equitable adjustments to the Contract Price, including in connection with mutually agreed upon modifications to the Control Budget, work schedule and scope of services, certain tax events, and force majeure events.

The Amendment also provides for a process guarantee, also referred to as the “Performance Guarantee” with respect to the Services (the “Process Guarantee”). The Process Guarantee specifies certain preconditions, testing protocols, and final acceptance protocols relating to the construction of the Project and installation of related Equipment. The Process Guarantee specifies liquidated damages payable by Hatch or bonus amounts payable by PRII, that may apply based on how various acceptance test results compare to the “Performance Guarantee Parameters,” such bonus or liquidated damages payable would not result in a material adjustment to the Contract Price. As a condition of “Final Acceptance Certificates” of the Services under the Agreement, Hatch is required to remedy and rectify all “Defects” or “Defective Services” and satisfy a variety of “Performance Guarantee Parameters” relating to the design assumptions and operations of the Project and its related “Equipment.” If there is a variance or change to PRII’s operational profile that affects the Performance Guarantee values, the Performance Guarantee and any related protocols shall be amended by mutual agreement of PRII and Hatch, acting in good faith, to address such variance.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(1)(iv) of Regulation S-K) as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Cautionary Statement

Statements contained in this CurrentReport on Form 8-K that are not historical facts are "forward-looking information" or "forward-looking statements"(collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and theUnited States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, thetiming and ultimate determination of the Scope and Contract Price; and the anticipated amount of the Control Budget and amount allocated to the POX/O2 System.Forward-Looking Information are based on certain material assumptions and involve known and unknown risks, uncertainties and otherfactors which may cause the actual results, performance or achievements of the Company to be materially different from any futureresults, performance or achievements expressed or implied by the Forward-Looking Information. For further information on these andother risks and uncertainties see the Company's filings with the SEC, which are available at www.sec.gov and with the Canadiansecurities regulators, which are available at www.sedarplus.ca. Except as required by law, the Company does not assume anyobligation to release publicly any revisions to Forward-Looking Information contained in this Current Report to reflect events orcircumstances after the date hereof or to reflect the occurrence of unanticipated events.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index
Exhibit<br> No.	Description
10.1*#	Amendment No. 1 to Engineering,<br> Procurement, and Construction Management Services Agreement, made and executed as of February 28, 2026, by and between Perpetua Resources<br> Idaho, Inc. and Hatch Ltd.
104	Cover Page Interactive Data File (formatted as Inline<br> XBRL)
*	Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
---	---
#	Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish to the SEC a copy of any omitted<br>schedule upon request.
---	---

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: March 5, 2026	By:	/s/ Mark Murchison
		Mark Murchison
		Chief Financial Officer

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HASBEEN OMITTED FROM THIS EXHIBIT BECAUSE THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THE OMITTED INFORMATION AS PRIVATE OR CONFIDENTIAL,AND SUCH INFORMATION IS NOT MATERIAL. OMISSIONS ARE IDENTIFIED AS [***].

AMENDMENT No. 1 to Engineering, Procurement,and Construction Management Services Agreement

Stibnite Gold Mine Project

---

HatchLtd.

This Amendment No. 1 to the Agreement (“Amendment #1”) is made and entered into as of February 28, 2026 (the “Execution Date”), by and between Perpetua Resources Idaho, Inc., an Idaho corporation (hereinafter “Owner”), and Hatch Ltd., a Canadian corporation with its principal office located at 2800 Speakman Drive, Mississauga, Ontario, Canada L5K 2R7 (hereinafter, “EPCM”). Each entity is sometimes individually referred to herein as a “Party” and together they are sometimes referred to herein as the “Parties.” Capitalized terms used but not defined herein have the meaning assigned to those terms in the Agreement.

Recitals

WHEREAS, Owner and EPCM entered into an Engineering, Procurement, and Construction Management Services Agreement dated December 18, 2025 (the “Agreement”) for certain design, engineering, procurement, construction management, testing, studies, and related services of the Stibnite Gold Mine Project (the “Project”), to be located on a site in Stibnite (Valley County), Idaho (the “Site”);

WHEREAS, Owner and EPCM previously entered into (i) Limited Notice to Proceed #1, dated August 31, 2025 (“LNTP#1”), (ii) Limited Notice to Proceed #2, dated November 03, 2025 (“LNTP #2”), and (iii) Amendment #1 to LNTP #2 dated January 16, 2026, all pursuant to which Owner retained EPCM to perform certain preliminary design for the POX/O₂ system; and

WHEREAS, the Parties desire to amend the Agreement to expand its scope and modify its existing terms and conditions to (i) incorporate LNTP #1, LNTP #2, and Amendment #1 to LNTP #2, and (ii) as otherwise set forth in this Amendment #1.

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **1** of **9** |

| --- | --- |

Amendment

NOW,THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree to amend the Agreement as follows:

**1.**DefinedTerms. The Parties agree to amend the defined terms in Section 1.2 of the Agreement as follows:

i.              The following defined terms are added to the Agreement:

“Owner’s IntellectualProperty” has the meaning set forth in Article 10.

“POX/O2 Improvement(s)” means any invention, enhancement, modification, update, derivative work or improvement to the POX/O2 Technology conceived or reduced to practice in connection with EPCM’s performance of the Services under this Agreement.

“POX/O₂ System” means the pressure-oxidation and oxygen system described in Exhibit A-2 to be designed and installed at the Project as part of the Services provided by EPCM under this Agreement.

“**POX/O₂ Technology”**means the know-how, process designs, design criteria, calculations, models, specifications, software, firmware, control logic, control narratives, configuration files, algorithms, manuals, training materials, and other information, in any form, used in or necessary for the design, integration, operation, maintenance, optimization, and lifecycle modifications of the POX/O₂ System, which is proprietary to, and is owned or controlled by Contractor or its Affiliates.

“Third Party Information” has the meaning set forth in Article 10.

ii. The following defined terms in the Agreement are amended as indicated in the underlined anditalicized text below, which is hereby added to the Agreement:

“Confidential Information” means, without limitation, any ideas, concepts, drawings, specifications, data, patents, industrial designs, copyrights,trademarks or other intellectual property drawings, designs, notes, technical data, reports, manuals, knowledge, processes, systems, ideas,trade secrets, photographs, models, electronically stored information, software code, samples and the like and any copies or reproductionsthereof, and also including any witnessing (or recording) of the fabrication, delivery, construction or installation of equipment thatincorporates Confidential Information, or information of a Party which relates to this Agreement, the Party or its operations, activities, plans, know-how, customers, communications, or business.

“DesignDocumentation” means all design documentation (including design standards, concrete mix designs, design reports, durability reports, specifications, models (including Digital Engineering or any part thereof), samples, prototypes, calculations, drawings, shop drawings, digital design records and all other relevant data) in electronic, computer readable and written forms, or stored by any other means, which are required for the performance of the Services. For the avoidance of doubt, (i) the Design Documentation forms part of the Services; and (ii) the Design Documentation does not include Pre-Existing EPCM Intellectual Property*, except for those portions of the Pre-Existing EPCM Intellectual Property that relateto the POX/O2* Technology, which shall be included in the Design Documentation.

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **2** of **9** |

| --- | --- |

“DigitalEngineering” means a collaborative way of working, using digital processes, to enable more productive methods of planning, designing, constructing, operating and maintaining assets. This is achieved by aligning the management of computer-aided design (CAD), geographic information systems (GIS), building information models (BIM), documentation management systems and project controls. All Digital Engineering shall be provided to Owner in native files for the software or program in which they were generated (excluding Pre-Existing EPCM Intellectual Property*, other than those portions of the Pre-Existing EPCM Intellectual Property that relate to the POX/O2* Technology,which shall be included in the Digital Engineering).

“Pre-ExistingEPCM Intellectual Property” has the meaning set forth in Article 10 and, for the avoidance of doubt, includes thePOX/O2 Technology.

**2.**Additionof POX / O₂ System to Services. Notwithstanding anything to the contrary in the Agreement, the Parties acknowledge and agree that EPCM’s required Services under the Agreement, as outlined in Section 2.3 of the Agreement, includes the design, engineering, testing, studies, installation, commissioning, and related services required for the POX/O2 System, including development of the POX/O2 Technology. The updated Exhibit A to the Agreement that was agreed to between the Parties on or before February 5, 2026, is hereby amended, restated, and replaced with the attached exhibits, which include the associated scope of work relating to the POX/O2 System and POX/O2 Technology:

i.	Exhibit A-1**:**	Balance of Plant Scope of Services
	a.   Exhibit A-1, App. 1:	EPCM Work Plans
	b.   Exhibit A-1, App. 2:	Engineering Technical Deliverables (BOP)
ii.	Exhibit A-2**:**	POX O2 Scope of Services
	a.   Exhibit A-2, App. 1:	POX Engineering Deliverables List

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **3** of **9** |

| --- | --- |

**3.**Amendmentsto Intellectual Property Provisions. Article 10 of the Agreement is amended as indicated in the underlined and italicized text below, which is hereby added to the Agreement:

**Article 10.**IntellectualProperty.

10.1            Pre-ExistingEPCM Intellectual Property. For the avoidance of doubt, title in all of EPCM’s pre-existing right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not including any amendments, modifications and improvements made thereto, and including specifically the POX/O2 Technology (the “Pre-Existing EPCM Intellectual Property”), supplied in connection with the Services or contained in the deliverables shall remain with EPCM. EPCM shall pay all royalties and license fees which may be due on the inclusion of any such Pre-Existing EPCM Intellectual Property incorporated in the Services**.** Owner shall have a limited, royalty-free, paid-up, irrevocable,and transferable (to a successor of Owner as a result of a sale of the Project or any change in control or ownership ofOwner) license to use the Pre-Existing EPCM Intellectual Property in the Services and any Design Documentation, Digital Engineering, or other deliverables required under this Agreement. At the written request of a lender to Owner, EPCM agrees that it will permit the transfer of the license referred to in this clause to the lender for the purpose of the Project. For theavoidance of doubt, any such lender includes EXIM, EXIM’s agents, and any purchaser of the Project from EXIM in the event thatEXIM forecloses its rights in applicable financing agreements with Owner. Owner shall not use or modify the Pre-Existing EPCM Intellectual Property other than as expressly permitted under this Agreement. Any such modification or use without EPCM’s prior written consent shall be at Owner’s sole risk and Owner shall indemnify and hold harmless EPCM for and against all claims, damages, losses and liabilities whatsoever (including reasonable attorneys' fees and related expenses) arising or resulting therefrom. Owner will not modify any Pre-Existing EPCM Intellectual Property unless it has first removed EPCM’s name and logo from such intellectual property.

10.2            Ownershipof Inventions. Subject to Owner’s payment of all Compensation properly due and owing to EPCM under this Agreement, EPCM assigns to Owner, EPCM's entire right, title, and interest in any invention, technique, process, device, discovery, improvement, or know-how, whether patentable or not, hereafter made or conceived solely or jointly by EPCM while working for or on behalf of Owner, which relates to, is suggested by, or results from matters from this Agreement and depends on either: (a) EPCM's knowledge of Confidential Information obtained from Owner; or (b) the use of Owner equipment, supplies, facilities, information, or materials (“Owner’sIntellectual Property”). Notwithstanding anything to the contrary in this Agreement, all POX/O₂ Improvements,whether developed solely by EPCM or developed in the context of the Project, shall be and remain the exclusive property of EPCM. Ownershall have a perpetual, irrevocable, royalty-free, fully paid license (with the right to (i) sublicense to Project contractors and(ii) transfer to lenders for financing, enforcement, and step-in purposes or to a successor of Owner as a result of a sale of theProject or change in control or ownership of Owner) to use such POX/O₂ Improvements solely for the design, construction, commissioning,operation, maintenance, debottlenecking, and expansion of the Project. EPCM shall not disclose or commercialize any POX/O₂ Improvementin a manner that uses or reveals Owner’s Intellectual Property or Owner Confidential Information.

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **4** of **9** |

| --- | --- |

10.3            Disclosureof Inventions. EPCM shall promptly disclose any such invention, technique, process, device, discovery, improvement, or know-how to Owner first invented based on the Owners’ Intellectual Property. EPCM shall, upon request of Owner, promptly execute a specific assignment of title to Owner and do anything else reasonably necessary to enable Owner to secure for itself, patent, trade secret, or any other proprietary rights in the United States or other countries. It shall be conclusively presumed that any patent applications relating to this Agreement or its Services, related to trade secrets of Owner, or which relate to tasks assigned to EPCM by Owner, which EPCM may file within one year after termination of this Agreement, shall belong to Owner, and EPCM hereby assigns same to Owner, as having been conceived or reduced to practice during this Agreement. If for any reason, including incapacity, Owner is unable to secure EPCM's signature on any document needed to apply for, perfect, or otherwise acquire title to the intellectual property rights granted to it under this Article 10, or to enforce such rights, EPCM hereby designates Owner as EPCM's attorney-in-fact and agent, solely and exclusively to act for and on EPCM's behalf to execute and file such documents with the same legal force and effect as if executed by EPCM and for no other purpose.

10.4            Ownershipof Deliverables. EPCM shall retain all right, title, and interest in and to any writings or works of authorship, including, without limitation, the Design Documentation, Digital Engineering, and other deliverables produced or authored by EPCM in the performance of the Services under this Agreement, including all associated copyrights and intellectual property rights. EPCM hereby grants to Owner a non-exclusive, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, distribute, and create derivative works from such deliverables solely for the purposes of the Project. Owner shall have the right to obtain and hold in its own name any copyright registrations or similar protections for the licensed deliverables. EPCM shall provide Owner or its designees with reasonable assistance to support Owner’s exercise of its licensed rights. At the written request of a lender to Owner, EPCM agrees that it will permit thetransfer of the license referred to in this clause to the lender for the purpose of the Project. For the avoidance of doubt, any suchlender includes EXIM, EXIM’s agents, and any purchaser of the Project from EXIM in the event that EXIM forecloses its rights inapplicable financing agreements with Owner.

10.5            Useand Modification of Deliverables. Notwithstanding anything in this Agreement to the contrary, Owner shall have a limited, non-exclusive, non-transferable, royalty-free license to use the Design Documentation, Digital Engineering, and other deliverables solely for purposes directly related to the Project. At the written request of a lender to Owner, EPCM agrees that it willpermit the transfer of the license referred to in this clause to the lender for the purpose of the Project. For the avoidance ofdoubt, any such lender includes EXIM, EXIM’s agents, and any purchaser of the Project from EXIM in the event that EXIMforecloses its rights in applicable financing agreements with Owner. Owner may not disclose, sublicense, modify, or build upon the deliverables except with EPCM’s prior written consent, which shall not be unreasonably withheld. All Digital Engineering shall be provided to Owner in view-only or exportable formats, unless otherwise agreed, and EPCM shall upload such files to a mutually agreeable shared server on a regular basis (no less frequently than weekly). Owner shall not use the deliverables for any other project, nor share them with third parties except as required by law or with EPCM’s prior written approval In addition to the foregoing, in no case will any such information or deliverable be made publicly available or used in connection with any financing, sale or investments transactions or will EPCM’s name be used in any of Owner’s public disclosure or filings, unless otherwise agreed by EPCM in writing.

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **5** of **9** |

| --- | --- |

10.6            InfringementIndemnity. EPCM warrants that its performance of the Services, including the preparation of the Design Documentation, Digital Engineering, and other deliverables required under this Agreement, will not infringe the intellectual property rights of any third parties. EPCM will indemnify, defend and hold harmless Owner, its Affiliates, and its and their directors, shareholders, officers, members, managers, employees, partners, contractors, subcontractors, and agents, from and against any claims, costs, expenses, losses or damages suffered or incurred arising out of, or in any way in connection with, any actual or alleged infringement of the intellectual property rights of any third parties.

10.7            ThirdParty Information. EPCM may rely on information, data, or documents provided by Owner or third parties (“Third Party Information”) in performing the Services. EPCM will review and consider such information exercising the Standard of Care, but EPCM does not warrant and shall not be responsible for the accuracy or completeness of Third Party Information, nor shall EPCM be required to independently verify such information unless expressly agreed in writing. If EPCM becomes aware of any material error, omission, ambiguity, or deficiency in Third Party Information, EPCM will promptly notify Owner. The Parties will cooperate in good faith to address any such deficiency, and Owner will be responsible for any reasonable costs or schedule impacts arising from corrections or adjustments to deliverables necessitated by such deficiencies.

**4.**OtherAmendments. The following sections of the Agreement are amended as indicated by the underlined and italicized text below, which is hereby added to the Agreement:

i.	Section 2.2 is amended as follow:

2.2            CollaborativeCulture. In order to most effectively accomplish the objectives of this Agreement, Owner intends to form a cohesive, cooperative, and collaborative culture with EPCM and the Works Contractors to ensure timely and cost-effective, safe and quality construction of the Project. This culture would strive to draw upon the strength of each organization in an effort to achieve a quality project performed right the first time, within budget, and on schedule. It would include, but is not limited to, consideration of each other’s interests and requirements; fostering clear, objective communication among all persons who are involved; development of mutual goals and objectives and strategies for implementation; and periodic objective evaluation to assure these goals and objectives are met. For the avoidanceof doubt, nothing in this Section 2.2 or in the establishment or promotion of a cooperative and collaborative culture shall modify,limit, or supersede any contractual or legal rights, remedies, or obligations of the Owner or the EPCM as expressly set forth in thisAgreement. Each party shall retain all of its respective rights and obligations under this Agreement.

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **6** of **9** |

| --- | --- | | ii. | Section 11.3 is amended as follows: | | --- | --- |

11.3            Waiverof Consequential Damages. In no event shall either Party, or its Affiliates, or its or their officers, directors, members, partners, shareholders, employees, or agents, be liable for special, indirect, exemplary, punitive or consequential damages of any nature whatsoever arising out of this Agreement, including damages or claims in the nature of lost revenue, income or profits, loss of use, or cost of capital, irrespective of whether such damages are reasonably foreseeable and irrespective of whether such claims are based upon negligence, strict liability, contract, operation of law or otherwise; provided, that the limitation of liability imposed by this Section 11.3 shall not apply to (i) a Party’s indemnity obligations set forth in this Agreement, (ii) losses or damages which arise or result from the fraud, Willful Misconduct, or Gross Negligence of a Party or any subcontractor or vendor of a Party*, or (iii) EPCM’sobligations to pay any Key Personnel liquidated damages in accordance with Section 2.8(a) or, to the extent such liquidateddamages are or become void, voidable, or unenforceable for any reason, the amount of damages to be paid by EPCM in lieu of such voidedliquidated damages, which must not exceed (A) the per-role monetary amounts specified in Section 2.8(a) for the relevantKey Personnel role(s), and (B) an aggregate maximum of $[***] for all such claims.*

iii.	Section 12.2 is amended as follows:

12.2            PermittedDisclosures. The obligations in this Article 12 will not apply to information that (a) now or hereafter enters the public domain through no fault of EPCM, its subcontractors or the agents and employees of either; (b) EPCM can prove that it had the information at the time of disclosure except for information previously obtained, directly or indirectly, from Owner; (c) otherwise lawfully becomes available to EPCM from a third party under no obligation of confidentiality; or (d) EPCM is required by Applicable Law to disclose but only to the extent required by Applicable Law and only after notifying Owner and taking reasonable steps to prevent, limit or protect the disclosure. For the avoidance of doubt, without EPCM’s consent, Owner may disclose any Confidential Informationto EXIM, EXIM’s agents, and to any purchaser or bona fide potential purchaser of the Project from EXIM; and recognizing that asa U.S. Government agency, EXIM and its officers and employees are inter alia bound by the Trade Secrets Act, 18 U.S.C. § 1905.provided,however, that:

(i) suchdisclosure is strictly limited to the information required by EXIM by law and for its financing enforcement, step-in, ortransfer-related functions and shall not include EPCM’s pricing information, proprietary methodologies, trade secrets, orcompetitively sensitive information unless required by law; and

(ii) EXIM,its agents, and any purchaser or potential purchaser are expressly prohibited from relying on the Confidential Information, and EPCMowes them no representation, warranty, duty of care, or liability whatsoever.

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **7** of **9** |

| --- | --- |

**5.**AmendedExhibits. The following exhibits to the Agreement are amended, restated, and replaced in their entirety with the exhibits outlined below and which are attached hereto:

i.	Exhibit F**:      Performance Guarantee**
ii.	Exhibit I**:       Control Budget**
---	---

**6.**NoFurther Amendment. Except as stated herein, all of their terms and conditions of the Agreement remain in full force and effect.

[Signature Page Follows]

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **8** of **9** |

| --- | --- |

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Amendment #1 to the Agreement to be executed by their duly authorized officers, effective as of the Execution Date.

Owner:		EPCM:
Perpetua Resources Idaho, Inc.		Hatch Ltd.
By:	/s/ Jon Cherry	By:	/s/ Ian Duckworth
Name:	Jon Cherry	Name:	Ian Duckworth
Title:	CEO	Title:	Managing Director

[Amendment #1 to EPCM Agreement Signature Page]

| AMENDMENT No. 1 to EPCM Agreement Hatch Ltd.<br><br><br><br>28 February 2026 | Page **9** of **9** |

| --- | --- |