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Commitments and Contingencies | 9 Months Ended
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Sep. 30, 2025
Commitments and Contingencies. |
Commitments and Contingencies | 6. Commitments and Contingencies a.Mining Claim Assessments The Company currently holds mining claims and mill sites for which it has an annual assessment obligation of $334,800 to maintain the claims in good standing. The Company is committed to these payments indefinitely.
| b. | Vendor Deposits - Idaho Power Company Procurement Contract
On February 13, 2025, the Company entered into an agreement with Idaho Power Company (“IPCo”) to begin procurement of long lead equipment required to increase the electrical capacity to the plant. This is an important step to ensure parts are available for installation under a future construction agreement. Under the terms of the agreement, the Company is responsible for paying all costs incurred by IPCo as they procure new equipment from vendors with an estimated total cost of $90.2 million. All contractual commitments of $1.0 million or greater must be approved by the Company prior to IPCo entering a binding contractual commitment with a vendor. The initial payment of $18.8 million was paid following execution of the procurement agreement and remaining payments are expected to be made quarterly through 2027. Payment dates and amounts may be adjusted to reflect specific contracts entered into by IPCo. If the agreement is terminated, IPCo will use commercially reasonable efforts to mitigate cancellation costs and recover value prior to the final true-up payment by the Company or refund to the Company. The deposit with IPCo is updated each reporting period to reflect payments made to IPCo and costs incurred by IPCo. Costs incurred are currently charged to exploration in the consolidated statements of operations in accordance with the Company’s accounting policies. Movements in the IPCo deposit during the nine months ended September 30, 2025 and 2024 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | Nine months ended September 30,
​ | ​ | 2025 |  | 2024
Balance at beginning of period | ​ | $ | — | ​ | $ | —
Deposits | ​ |  | 18,759,381 | ​ |  | —
Costs incurred - expense | ​ |  | (10,309,237) | ​ |  | —
Balance at end of period | ​ | $ | 8,450,144 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​
Current portion | ​ | $ | 8,450,144 | ​ | $ | —
Non-current portion | ​ |  | — | ​ |  | —
Balance at end of period | ​ | $ | 8,450,144 | ​ | $ | —
​ c. Vendor Deposits - ATCO Camp Supply and Installation Contract On August 29, 2025, the Company entered into a camp supply and installation agreement with ATCO Structures & Logistics (USA) Inc. (“ATCO”) for the design, construction and installation of a 1,010-person turnkey camp accommodation and site package. Under the terms of the agreement, the Company agreed to pay ATCO $131.7 million for work under the agreement. Except for certain specified owner and third-party work outlined in the agreement, the work to be performed by ATCO includes all of the work required for the procurement of all camp infrastructure, transportation and delivery of materials to the site, performance of all site preparation, installation, and utility tie-ins, and commissioning of the facilities for occupancy. The agreement includes standard provisions allowing for equitable adjustments to the contract price, including in connection with certain tax events, scope modifications, or demobilization exclusions at the Company’s election. If ATCO fails to achieve substantial completion of the applicable portion of the work prior to September 24, 2026 (as may be adjusted pursuant to the terms of the agreement), ATCO will be liable for liquidated damages up to a specified cap. The Company may terminate the agreement for convenience by giving 30 days’ notice to ATCO. In the event of a termination for convenience, the Company would be obligated to pay ATCO for work properly executed and materials satisfactorily supplied; costs incurred in terminating, preserving and protecting the work; and demobilization costs. The initial payments totaling $13.35 million were paid following execution of the agreement and remaining payments are expected to be made monthly through April 2027. ​ The deposit with ATCO is updated each reporting period to reflect payments made to ATCO and costs incurred by ATCO. The ATCO modular buildings have an alternative future use or could be resold such that certain costs will be recorded as a non-current deposit and transferred to construction in process over the performance period before being recognized as an asset upon completion. Certain other costs that are unique to the Company and do not have an alternative future use will be charged as incurred to exploration in the consolidated statements of operations in accordance with the Company’s accounting policies. Movements in the ATCO deposit during the nine months ended September 30, 2025 and 2024 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine months ended September 30,
​ |  | 2025 |  | 2024
Balance at beginning of period | ​ | $ | — | ​ | $ | —
Deposits | ​ |  | 13,350,000 | ​ |  | —
Costs incurred – expense | ​ |  | (244,663) | ​ |  | —
Costs incurred – asset | ​ |  | — | ​ |  | —
Balance at end of period | ​ | $ | 13,105,337 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​
Current portion | ​ | $ | — | ​ | $ | —
Non-current portion | ​ |  | 13,105,337 | ​ |  | —
Balance at end of period | ​ | $ | 13,105,337 | ​ | $ | —
​ d. Vendor Deposits – Other In addition to the material vendor agreements discussed in Notes 6b and 6c, the Company has also entered into certain other agreements related to long-lead equipment, infrastructure and services related to the development of the Project. These agreements contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. Movements in other vendor deposits during the nine months ended September 30, 2025 and 2024 are as follows: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine months ended September 30,
​ |  | 2025 |  | 2024
Balance at beginning of period | ​ | $ | — | ​ | $ | —
Deposits | ​ |  | 2,153,439 | ​ |  | —
Costs incurred – expense | ​ |  | — | ​ |  | —
Costs incurred – asset | ​ |  | — | ​ |  | —
Balance at end of period | ​ | $ | 2,153,439 | ​ | $ | —
​ | ​ | ​ | ​ | ​ | ​ | ​
Current portion | ​ | $ | 2,153,439 | ​ | $ | —
Non-current portion | ​ |  | — | ​ |  | —
Balance at end of period | ​ | $ | 2,153,439 | ​ | $ | —
​
| e. | Stibnite Foundation
The Stibnite Foundation (“Foundation”) was established in February 2019 to support projects that benefit the communities surrounding the Stibnite Gold Project and created through the establishment of the Community Agreement between Perpetua Resources Idaho, Inc. and eight communities and counties throughout the West Central Mountains region of Idaho. Upon formation of the Foundation, the Company became contractually liable for certain future payments to the Foundation based on several triggering events, including receipt of a final Record of Decision (“ROD”) issued by the U.S. Forest Service (“USFS”), receipt of all permits and approvals necessary for commencement of construction, commercial production, and of the final reclamation phase. Since 2019, the Company has contributed, or caused to be contributed, $750,000 in cash and 150,000 in common shares of the Company which includes $450,000 in cash contributions during the nine months ended September 30, 2025 (September 30, 2024: $nil). Future cash payments due include $500,000 upon commercial production, annual payments during commercial production as described below, and $1.0 million upon commencement of final reclamation phase. There is also a future issuance of 150,000 common shares of the Company upon receipt of all permits for construction. During commercial production, the Company will make annual payments to the Stibnite Foundation equal to 1% of total comprehensive income less debt repayments, or a minimum of $0.5 million each year.
| f. | Option Payments on Other Properties
The Company is obligated to make option payments on mineral properties in order to maintain an option to purchase these properties. As of September 30, 2025, the option payments due on these properties in 2025 are approximately $30,000, which will be paid later this year. The agreements include options to extend.
| g. | Off Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as of September 30, 2025. h. Legal Update The Corporation and its subsidiaries have been parties to an ongoing legal proceeding with the Nez Perce Tribe for claimed violations of the CWA allegedly linked to historical mining activities. In August 2019, the Nez Perce Tribe filed suit against the Company in the U.S. District Court for the District of Idaho. The Company filed an answer generally denying liability and later, the court allowed the Company to amend and file a third-party complaint against the USFS. The Company also filed a separate CWA citizen suit against the USFS alleging that several of the point source discharges, as alleged by the Nez Perce Tribe in its complaint, were occurring on lands owned and controlled by the United States government. Pursuant to the terms of the voluntary ASAOC executed in January 2021 with the U.S. Environmental Protection Agency (“U.S. EPA”) and the United States Department of Agriculture (“USDA”), the Company agreed to dismiss its pending actions against the USFS without prejudice. On August 8, 2023, the Company and the Nez Perce Tribe filed a final Settlement Agreement (the “Settlement Agreement”) to resolve the Tribe’s CWA claims. The parties jointly asked the court to approve the Settlement Agreement and dismiss the case without prejudice. The Settlement Agreement provides for total payments of $5.0 million by Perpetua over a four-year period. This includes $4.0 million of contributions by Perpetua to the Fund to be used by the Nez Perce Tribe to support water quality improvement projects in the South Fork Salmon River watershed and $1.0 million of reimbursements to the Nez Perce Tribe for legal expenses. Following a 45-day review period by the United States Justice Department and the U.S. EPA, the U.S. District Court for the District of Idaho approved the Stipulation for Dismissal and entered a Judgment on October 2, 2023 which resulted in the CWA lawsuit being dismissed without prejudice. Under the Settlement Agreement, the Company anticipates that a dismissal with prejudice will be entered after completion of Perpetua’s required payments. Once Perpetua has satisfied its payment obligations under the Settlement Agreement, the Company anticipates that the parties will submit a stipulation for dismissal with prejudice to the District Court. The Company recognized an expense of $5.0 million during the second quarter of 2023. During the twelve months ended December 31, 2024, the Company paid $2,000,000 towards this settlement obligation. As of September 30, 2025, CWA settlement payable current portion is $nil with the remaining $2,000,000 classified as long-term. The voluntary Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) ASAOC entered into by the Company, the U.S. EPA, and the USDA required numerous early cleanup actions (referenced as “Phase 1” in the ASAOC) relating to legacy environmental conditions left by other mining companies. The Company began the Phase 1 activities in 2022. As of September 30, 2025, the Company determined it had completed all Phase 1 response actions required by the ASAOC and filed necessary reports (called Removal Action Completion Report (“RACR”) in the ASAOC) with the U.S. EPA and USDA with respect to such completion. Pursuant to the terms of the ASAOC, the Company’s Phase 1 work will not be considered complete until U.S. EPA and USDA have approved the RACR submitted by the Company. As of September 30, 2025, the RACR remains under review by the federal agencies and no further costs were accrued associated with this Phase 1 liability. During the nine months ended September 30, 2025, the Company spent $nil on Phase 1 activities (September 30, 2024: $1.9 million). The ASAOC includes a process under which the Company and the signatory federal agencies will evaluate whether the Company will proceed with additional response actions after federal agencies confirm that the Phase 1 work has been completed in accordance with the ASAOC requirements. The scope of any such potential additional actions following the completion of Phase 1 and their costs have not yet been determined. Following the USFS’ publication of the ROD and Final Environmental Impact Statement Errata (the “FEIS”) authorizing the mine plan for the Project, claims were filed in the U.S. District Court for the District of Idaho against the USFS, the USDA and other federal agencies on February 18, 2025 in the United States District Court for the District of Idaho by a number of environmental advocacy groups, including Save the South Fork Salmon, the Idaho Conservation League and other non-governmental organizations, alleging violations of NEPA and other federal laws in the regulatory process. Among other remedies, the claimants seek to vacate the ROD, FEIS, Final Biological Opinions (as defined below), and Project approvals and enjoin any further implementation of the Project. PRII filed a motion to intervene in this lawsuit, which was granted by the District Court on April 2, 2025. The District Court subsequently entered a scheduling order requiring various procedural and dispositive matters, including any motions for summary judgment, to be filed and briefed before December 2025. On August 29, 2025, the Nez Perce Tribe filed a lawsuit against the USFS, United States Department of Agriculture, 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 (as defined below), 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 the order due to the partial shutdown of the federal government over appropriations for the government. The list included the separate lawsuits filed by the Nez Perce Tribe and by the environmental mentioned above challenging the USFS ROD and other federal agency approvals. This stay does not affect the validity of the USFS ROD or any of the other approvals challenged in either of these lawsuits in connection with the Stibnite Gold Project, and all such approvals remain in effect. The Company believes the USFS ROD and other federal regulatory processes challenged in the two foregoing federal lawsuits were conducted thoroughly and completely by the relevant federal regulatory agencies. However, there can be no assurance that the Project approvals challenged in those two cases will be upheld upon judicial review. The Idaho Board of Environmental Quality (“IBEQ”) published an order on May 27, 2025 upholding the air permit to construct (“PTC”) issued by the Idaho Department of Quality (“IDEQ”) in June 2022 and denying certain petitioners’ appeal from various administrative proceedings with respect to the PTC. The IBEQ 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 IBEQ and IDEQ seeking to set aside the PTC as violative of applicable law and challenging the decisions of the IBEQ upholding the PTC. IDEQ and the IBEQ 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 IBEQ 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. The Company believes that the IDEQ and the IBEQ properly followed Idaho law in issuing the PTC. However, there can be no assurance that the PTC will be upheld upon judicial review. On March 20, 2025, a putative federal class action lawsuit was filed in the United States District Court for the District of Idaho against the Company and certain of its current officers and directors, on behalf of a proposed class of purchasers of the Company’s common shares during the period from April 17, 2024 to February 13, 2025, inclusive. The claim, captioned Barnes et al. v. Perpetua Resources Corp. et al., Case No. 1:25-cv-00160, alleges that the defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder by making false and/or misleading statements during the period from April 17, 2024 to February 13, 2025 regarding the Company’s expected capital expenditures for the Stibnite Gold Project. The complaint seeks unspecified compensatory damages. The District Court has issued a scheduling order in this case requiring various procedural and substantive motions to be filed by the parties prior to the end of 2025. These deadlines can be modified by the court. The Company filed a motion to dismiss the plaintiffs’ amended complaint on September 30, 2025. The Company believes that the claim is without merit and intends to vigorously defend itself. However, in view of the uncertainties inherent in litigation, the Company does not express a judgment as to the outcome of this litigation.

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