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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

PERPETUA RESOURCES CORP.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS

You are invited to our 2026 annual general meeting (the “Annual Meeting” or “Meeting”) of the shareholders of PERPETUA RESOURCES CORP. (“Perpetua” or the “Company”).

	When			Where
	Thursday, June 4, 2026 10:00 a.m., Mountain Time			Online at www.virtualshareholdermeeting.com/PPTA2026

	Items of Business			Our Board of Directors Recommends You Vote:
	• To receive and consider the audited financial statements of the Company together with the auditors’ report thereon for the financial year ended December 31, 2025;
	• To set the number of directors at nine (9);			FOR the setting of the number of directors at nine
	• To elect the nine (9) directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified;			FOR the election of each director nominee
	• To approve the Company’s 2026 Equity Incentive Plan;			FOR the approval of the 2026 Equity Incentive plan
	• To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2026 at a remuneration to be set by the directors; and			FOR the ratification of the appointment
	• To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The Board of Directors of the Company has fixed April 8, 2026 as the record date for determining shareholders entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Only shareholders of record at the close of business on that date will be entitled to notice of, and to vote at, the Annual Meeting.

We are pleased to take advantage of Securities and Exchange Commission rules that allow us to provide our notice of annual meeting, proxy statement and 2025 annual report to shareholders online, with paper copies available free of charge upon request. On or about April 24, 2026, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, instead of a paper copy of our proxy materials.

By Order of the Board of Directors

Jonathan Cherry
President and Chief Executive Officer
April 24, 2026

Important Notice Regarding the Availability of Proxy Materials for the Perpetua Resources Corp. Shareholder Meeting to be Held on June 4, 2026. The Proxy Statement and our 2025 Annual Report on Form 10-K are available at the SEC’s website at www.sec.gov, under our SEDAR+ profile at www.sedarplus.ca and on our website at www.investors.perpetuaresources.com.

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	ANNUAL GENERAL MEETING INFORMATION					3
	ITEM 1 NUMBER OF DIRECTORS					8
	ITEM 2 ELECTION OF DIRECTORS					9
	ITEM 3 APPROVAL OF THE COMPANY’S 2026 EQUITY INCENTIVE PLAN					28
	ITEM 4 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS					32
	AUDITORS					33
	BENEFICIAL OWNERSHIP OF SHARES					35
	EXECUTIVE OFFICERS					37
	EXECUTIVE COMPENSATION					39
	EQUITY COMPENSATION PLAN INFORMATION					56
	AUDIT COMMITTEE INFORMATION					57
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					64
	OTHER INFORMATION					67

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current facts, including statements regarding our environmental and other sustainability plans and goals made in this document are forward-looking. We use words such as anticipates, believes, expects, future, intends, and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2025 Annual Report on Form 10-K. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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PERPETUA RESOURCES CORP.

PROXY STATEMENT

ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held on Thursday, June 4, 2026

ANNUAL GENERAL MEETING INFORMATION

General

The proxy is solicited by the Board of Directors (the “Board” or “Directors”) of Perpetua Resources Corp. (“Perpetua” or the “Company”) for the Annual General Meeting (the “Annual Meeting” or “Meeting”) of Shareholders to be held at 10:00 a.m., Mountain Time, on Thursday, June 4, 2026, and any adjournment or postponement thereof. This year’s Annual Meeting will be held in a virtual-meeting format only. Registered Shareholders, non-registered (beneficial) shareholders who have received a valid 16-digit control number, and duly appointed proxyholders who log into the Meeting online may participate in the Annual Meeting at http://www.virtualshareholdermeeting.com/PPTA2026 and will be able to listen, ask questions and securely vote through the web-based platform, provided they are connected to the internet and following the instructions online. Our principal office is located at 405 S. 8th Street, Ste 201, Boise, Idaho 83702. This Proxy Statement is first being made available to our shareholders on or about April 24, 2026.

Unless otherwise indicated, references herein to “$” or “dollars” are expressed in U.S. dollars (US$), and references to Canadian dollars are noted as “C$” or “CAD $.”

Outstanding Securities and Quorum

Only holders of record of our common shares (the “Common Shares”) at the close of business on April 8, 2026 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 125,093,670 Common Shares outstanding and entitled to vote. There are no special rights or restrictions of any nature attached to any of the Common Shares, which all rank equally as to all benefits which might accrue to the holders of Common Shares. Each Common Share is entitled to one vote for each director nominee and one vote for each other item to be voted on at the Annual Meeting.

The presence, in person or by proxy, of two or more shareholders representing at least 331∕3% of the outstanding Common Shares on the Record Date entitled to be voted (constituting 41,697,890 votes) will constitute a quorum for the transaction of business at the Annual Meeting.

Notice and Access

We are furnishing proxy materials to our registered and non-registered (beneficial) shareholders via the Internet by mailing a Notice of Internet Availability of Proxy Materials under Rule 14a-16 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), instead of mailing or e-mailing copies of those materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device, or by telephone. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials via e-mail, you will continue to receive access to those materials electronically unless you elect otherwise. These procedures also satisfy the “notice-and-access” requirements as defined under NI 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”). We are not using procedures known as “stratification” with our use of notice-and-access in relation to the Meeting. Stratification occurs when a reporting issuer using notice-and-access provides a paper copy of the relevant Proxy Statement to some, but not all, shareholders with the notice package in relation to the relevant meeting.

We encourage you to register to receive all future shareholder communications electronically, instead of in print. This means that access to the annual report, proxy statement, and other correspondence will be delivered to you via e-mail.

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Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the form of proxy are officers or members of the Board (the “Management Proxyholders”).

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the form of proxy. A proxyholder need not be a shareholder.

Proxy Voting

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Common Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Internet Availability of Proxy Materials in accordance with the instructions of the shareholder on any ballot that may be called for. If the shareholder specifies a choice with respect to any matter to be acted upon, the Common Shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favor of the matters specified in the Notice of Internet Availability of Proxy Materials and in favor of all other matters proposed by management at the Meeting.

Completion and Return of Proxy

Whether you hold shares directly as a registered shareholder or hold shares through a brokerage firm as a non-registered shareholder, you may direct how your shares are voted without attending the Annual Meeting. There are three ways to vote by proxy.

Vote by Internet:

Before the Annual Meeting go to www.proxyvote.com and by following the instructions on the Notice of Internet Availability of Proxy Materials. Shareholders who received a paper or electronic copy of a proxy card may submit proxies over the Internet by following the instructions on the proxy card.

Vote by Telephone:

Shareholders who live in the United States or Canada may submit proxies by telephone by calling toll-free 1-800-690-6903 on a touch-tone telephone and following the instructions. Shareholders who received a notice regarding the availability of proxy materials should have the notice in hand when calling, and shareholders who received a paper or electronic copy of a proxy card should have the proxy card in hand when calling. Shareholders have until 11:59 p.m. ET on June 2, 2026 to submit their vote.

Vote by Mail:

Shareholders who received a paper or electronic copy of a proxy card may submit proxies by mail by completing, signing and dating the proxy card and mailing it in the postage-paid envelope we have provided or by returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Non-Registered Holders

Only shareholders whose names appear on the records of the Company as the registered holders of Common Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the Common Shares they own are not registered in their name but instead are registered in the name of a nominee such as a brokerage firm through which they purchased the Common Shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as The Depository Trust Company (“DTC”) or The Canadian Depository for Securities Limited (“CDS”) (each a “Nominee”). If you purchased

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your Common Shares through a broker, you are likely a non-registered holder. If your Common Shares are listed in an account statement provided to a shareholder by a broker, then such Common Shares will more likely be registered under the name of your broker or an agent of that broker. In Canada and the United States, the vast majority of such Common Shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms) or Cede & Co. (operated by DTC), respectively.

Common Shares held by brokers or their agents or nominees can only be voted upon the instructions of the non-registered shareholder except in limited cases for certain “routine” matters. Otherwise, without specific instructions, brokers and their agents and nominees are prohibited from voting Common Shares for their clients, which is generally referred to as a “broker non-vote”. Therefore, non-registered holders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person if such shareholders want their votes to count on all matters to be decided at the Meeting.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Internet Availability of Proxy Materials, this Proxy Statement and the Voting Instruction Form, to the non-registered holders.

Non-Objecting Beneficial Holders

These securityholder materials are being sent to both registered and non-registered owners of the Common Shares. The Company is sending the proxy-related materials for the Meeting directly to “non-objecting beneficial owners” (“NOBOs”), as defined under NI 54-101. If you are a non-registered owner, and the Company or its agent has sent these materials directly to you, your name and address and information about your NOBO holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Nominee(s) holding on your behalf. By choosing to send these materials to NOBOs directly, the Company (and not the Nominees holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

Objecting Beneficial Holders

The Company does not intend to pay for Nominees to deliver to “objecting beneficial owners” (“OBOs”), as defined under NI 54-101, the proxy-related materials and Form 54-101F7 — Request for Voting Instructions Made by Intermediary. As a result, OBOs will not receive the Meeting materials unless their respective Nominee assumes the costs of delivery.

Householding

Unless we have received instructions to the contrary from any shareholder at an address, we are sending only a single Notice of Internet Availability of Proxy Materials to a household that two or more shareholders reside at if they share the same last name or we reasonably believe they are members of the same family. This practice is known as “householding” and is permitted by rules adopted by the Securities and Exchange Commission (“SEC”). This approach reduces duplicate information received at such household and helps us reduce costs. However, each shareholder shall receive a separate proxy card and voting instructions card. A shareholder at a shared address to which a single copy of Notice of Internet Availability of Proxy Materials was delivered may request delivery of a separate copy of the Notice of Internet Availability of Proxy Materials, the 2025 Annual Report on Form 10-K or Proxy Statement, as requested. If you (i) are a shareholder of record (your shares are held in your own name and not held in a brokerage account) who received the Notice of Internet Availability of Proxy Materials by household mailing this year and you would like to have additional copies mailed to you, (ii) are a shareholder who receives multiple copies of the Notice of Internet Availability of Proxy Materials and would like to opt into householding for future mailings or (iii) would like to opt out of householding for future mailings, please request by mail to Perpetua Resources Corp., 405 S. 8th Street, Ste. 201, Boise, Idaho 83702, or by calling (208) 901-3060.

Voting Standard

Election of Directors

The Board has adopted a majority voting policy, often referred to as a plurality plus standard, (the “Majority Voting Policy”) which requires, in an election of directors, other than at a Contested Meeting (as

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defined below), any Director who receives a greater number of shares withheld than shares voted in favor of his or her election must immediately tender his or her resignation (the “Resignation”) to the Board. The Corporate Governance and Nominating Committee of the Company will then review the matter and make a recommendation to the Board. In considering the Resignation, the Corporate Governance and Nominating Committee and the Board shall consider all factors they deem relevant. The Board shall determine whether or not to accept the Resignation within 90 days after the date of the relevant shareholders’ meeting. The Board shall accept the Resignation absent exceptional circumstances. The Resignation will be effective when accepted by the Board. The Director tendering the Resignation will not participate in any Board or Corporate Governance and Nominating Committee meeting at which the Resignation is considered. The Company shall promptly issue a news release with the Board’s decision and send a copy of the news release to the Toronto Stock Exchange (the “TSX”). If the Resignation is not accepted, the news release shall fully state the reasons for that decision.

Under the Majority Voting Policy, a “Contested Meeting” is a meeting at which the number of Directors nominated for election is greater than the number of seats available on the Board.

Votes that are withheld from a Director’s election will not affect the outcome of the vote on the election of a Director, except that if a Director receives a number of withheld votes that equals or exceeds the number of votes cast in favor of the election, that Director must tender his or her Resignation to the Board. Broker non-votes, if any, will have no effect on the outcome of the election of directors.

All Other Matters

For all other matters proposed for a vote at the Annual Meeting, the affirmative vote of a majority of the outstanding Common Shares present or represented by proxy and entitled to vote on the matter is required to approve the matter. For these matters, abstentions are not counted as affirmative votes on a matter but are counted as present and entitled to vote, and broker non-votes, if any, will have no effect on the outcome of these matters.

Revocability of Proxy

Any shareholder who has returned a proxy may revoke it at any time before it has been exercised. In addition to revocation in any other manner permitted by law, a registered shareholder, their attorney authorized in writing or, if the registered shareholder is a corporation, a corporation under its corporate seal or by an officer or attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chair of the Meeting on the day of the Meeting.

Instructions For Attending And Voting At The Virtual Meeting

The Meeting will be hosted online by way of a live webcast. A summary of the information shareholders will need to attend the virtual Meeting is provided below. The Meeting will begin at 10:00 A.M. Mountain Time on June 4, 2026.

Shareholders who log into the Meeting online will be able to listen, ask questions and securely vote through the web-based platform, provided they are connected to the internet and follow the instructions set out in this Proxy Statement.

In order to attend the Meeting, shareholders and guests must log in online as set out below:

Step 1:

Step 2:

Follow the instructions below, as applicable:

Registered shareholders: Click “I have a login” and enter in the Username before the start of the Meeting. The Username is the 16-digit control number located on the form of proxy or in the e-mail notification you received from Broadridge.

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Guests:

Guests who do not have a control number may still attend the Meeting by clicking “I am a guest” and completing the online form. Guests will not be able to vote or ask questions at the Meeting.

Voting and Questions at the Virtual Meeting

To have their Common Shares voted at the Meeting, each registered shareholder and each non-registered (beneficial) shareholder who has received a valid 16-digit control number will be required to enter their control number provided by Broadridge at http://www.virtualshareholdermeeting.com/PPTA2026 prior to the start of the Meeting as set forth in more detail above.

We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, you may call the technical support number that will be posted on the virtual meeting login page at http://www.virtualshareholdermeeting.com/PPTA2026.

We believe that our virtual meeting format enhances shareholder access, participation and communication by allowing shareholders to communicate with us during the Annual Meeting, including the ability to ask questions to our Board, management and a representative from our independent registered public accounting firm.

Once logged in to the virtual meeting website, shareholders may submit questions for the Annual Meeting through that site. After voting has taken place and the Meeting has adjourned, we intend to hold a brief question and answer session. Only registered shareholders and their proxy holders may submit questions or comments. You will be able to ask questions by joining the Meeting and typing your question in the box provided. We do not intend to post questions received during our Meeting on our website. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. If a question posed is not addressed during the Annual Meeting, or if a shareholder has a question or remark not related to an agenda item, such matters may be raised after the Annual Meeting by contacting our Investor Relations Manager at (208) 901-3049 or info@perpetuacorp.us. The Company reserves the right to limit the duration of the Q&A session and to end the session when the allotted time has elapsed.

It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences.

In order to participate online, shareholders must have a valid 16-digit control number.

Explanatory Note

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. We are also considered a “smaller reporting company” as such term is defined in the rules promulgated under the Securities Act of 1933, as amended (the “Securities Act”). We expect that we will no longer qualify as an emerging growth company or a smaller reporting company after December 31, 2026, at which time we will become subject to certain disclosure and compliance requirements as discussed in our Annual Report on Form 10-K for the year ended December 31, 2025 that apply to other public companies but that did not previously, or currently, apply to us due to our status as an emerging growth company and a smaller reporting company.

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ITEM 1 NUMBER OF DIRECTORS

In accordance with our articles (the “Articles”), the number of directors is set at the number of directors most recently elected by ordinary resolution. The number of directors is currently fixed at ten (10). During 2025, one director resigned from the Board. As a result, the Board currently consists of nine(9) directors and one (1) vacancy.

Shareholder approval is being sought to fix the number of directors of the Company at nine (9). If this proposal is approved, the size of the Board will be reduced from ten (10) to nine (9), and the vacancy resulting from the 2025 resignation will be eliminated.

At the Annual Meeting, or any adjournment or postponement thereof, shareholders will be asked to pass the following ordinary resolution:

“BE IT RESOLVED that the number of directors of the Company is hereby fixed at nine (9).”

This proposal must be approved by the affirmative vote of a majority of the outstanding Common Shares present or represented by proxy and entitled to vote on this matter.

In the event this proposal is not approved by the requisite majority of votes at the Annual Meeting, the number of directors of the Company will remain at ten (10), and the Board will continue to consist of nine directors with one vacancy unless and until the vacancy is otherwise filled in accordance with the Articles and applicable law.

The Board unanimously recommends that the shareholders vote “FOR” the approval of the ordinary resolution to fix the number of directors of the Company at nine (9).

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ITEM 2 ELECTION OF DIRECTORS

In accordance with our Articles, as described in Item 1 above, the number of directors of the Company is currently fixed at ten (10). Following the resignation of Jessica Largent during 2025, the Board currently consists of nine (9) directors with one vacancy. If Item 1 is approved, the number of directors of the Company will be fixed at nine (9), which will eliminate the existing vacancy. The Board is currently made up of nine members: Marcelo Kim, Jonathan Cherry, Andrew Cole, Robert Dean, Laura Dove, Richie Haddock, Jeffrey Malmen, Christopher J. Robison, and Alexander Sternhell. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated the following nine (9) persons for election as directors at the Annual Meeting:

	• Marcelo Kim			• Richie Haddock
	• Christopher Robison			• Laura Dove
	• Alexander Sternhell			• Jeffrey Malmen
	• Robert Dean			• Jonathan Cherry
	• Andrew Cole

Each of the nominees is currently a director of Perpetua and has been elected to hold office until the 2026 Annual Meeting or until their respective successor has been elected and qualified. Biographical and related information on each nominee is set forth below.

In addition to the Board, non-executive directors comprising the Corporate Governance and Nominating Committee have recommended that each director nominee be elected at the Annual Meeting.

The Board expects that the nine nominees will be available to serve as directors. However, if any of them should be unwilling or unable to serve, and the election of directors at the 2026 Annual Meeting does not result in the election of nine (9) directors, the number of directors of Perpetua will be deemed to be set at the number of directors actually elected at the 2026 Annual Meeting.

Assuming Item 1 is approved, the nine (9) nominees receiving a greater number of votes cast in favor of their election than shares withheld will be elected as directors. Broker non-votes, if any, will have no effect on the outcome of the election of directors.

The Board of Directors recommends a vote “FOR” each nominee.

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BOARD OF DIRECTORS INFORMATION

In evaluating the nominees for the Board, the Board and the Corporate Governance and Nominating Committee (the “Committee”) took into account the qualities they seek for directors, and each of the directors’ individual qualifications, skills, and background that enable such director to effectively and productively contribute to the Board’s oversight of Perpetua, as discussed below in each biography and under “Director Nominee Tenure, Skills, and Characteristics.” When evaluating re-nomination of existing directors, the Committee also considered the nominees’ past and ongoing effectiveness on the Board and, with the exception of Jonathan Cherry (who is an employee), their independence.

Biographical Information

Marcelo Kim
New York, USA

Partner at Paulson & Co. Inc.

Background

Marcelo Kim joined Perpetua as director in March 2016 and became Chair in 2020. Mr. Kim has served as a Partner at Paulson & Co. Inc., an investment management firm since 2009, where he oversees the firm’s global macro-economic and natural resource investments. Mr. Kim earned his Bachelor of Arts in economics with honors from Yale University in 2009. He is currently the Chair of International Tower Hill Ltd. (NYSE American: THM) and the Chair of Donlin Gold LLC, a privately held company.

Mr. Kim serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement (as defined herein). Mr. Kim was appointed Chair of the Company in accordance with the Paulson Investor Rights Agreement.

Our Board believes that Mr. Kim is qualified to serve on our Board due to his extensive experience in commodities, investment analysis, capital markets and economics.

Age:			Director Since:			Board Committees:			Other current public company boards:
39			March 17, 2016			Corporate Governance & Nominating (Chair); Technical			Chair of International Tower Hill Mines Ltd.

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[MISSING IMAGE: ph_chrisjrobison-bwlr.jpg]

Christopher J. Robison
Colorado, USA

Former board director for Detour Gold Corp. and Chief Operating Officer of Newmont Mining Corporation

Background

Mr. Robison has over 40 years of experience in the mining industry that has spanned six commodities and five continents. He is a former Fortune 500 executive with proven success in capital-intensive mining businesses and brings expertise in natural resources, mining, metallurgy, project development, M&A, capital investment, business improvement and regulatory issues. Mr. Robison also has extensive experience with mine safety, environmental management, and corporate social responsibility. Most recently, Mr. Robison was a board director for Detour Gold Corp., a former Canadian gold mining company, from 2018 to 2020. As chair of the Technical and HSEC Committee, he oversaw a step-change in safety, productivity and cost management. He also served on the Detour Gold Corp. Audit, SG&A and Special Committees. From 2013 to 2016, Mr. Robison was the Chief Operating Officer and Executive Vice President of Newmont Mining Corporation (“Newmont”), the world’s largest gold miner, where he was responsible for 12 gold and copper mining operations and complexes generating US$7.4 billion in revenues in 2014, and a pipeline of 22 expansion projects and new mines. Under his leadership, Newmont delivered step-change improvement in its operational performance and growth prospects. During his tenure as Chief Operating Officer, Newmont lowered injury rates by more than 50% and significantly reduced costs. Prior to Newmont, Mr. Robison was Chief Operating Officer and Vice President Operations of Rio Tinto Minerals for six years, Chief Operations Officer of U.S. Borax Inc. for five years and Vice President and General Manager, Mining and Concentrating at Kennecott Utah Copper for four years. He has held numerous other management and leadership positions in the mining industry and holds a B.Sc. in metallurgical engineering from the University of Nevada, Mackay School of Mines. He has also completed business leadership programs at the London School of Business and safety leadership training programs led by Dupont.

Our Board believes that Mr. Robison is qualified to serve on our Board due to his extensive mining industry and leadership experience and expertise in project development and mining operations.

Age:			Director Since:			Board Committees:			Other current public company boards:
69			December 4, 2020			Lead Independent Director; Compensation (Chair), Corporate Governance & Nominating; Technical and HSEC (Chair)			N/A

Robert Dean
Idaho, USA

Co-owner of Premier Aggregates Holdings, LLC, former President of Ada Sand & Gravel, Inc. and former Managing Director of Allen & Company LLC

Background

Mr. Dean has over 30 years of experience investing across public and private markets and advising corporate clients on merger and acquisition transactions. From 1995 to 2015, Mr. Dean worked at Allen & Company LLC, a New York-based investment banking firm, where he was a Managing Director and an equity partner. At Allen & Company, Mr. Dean was the Portfolio Manager of Allen Global Partners LLC, a $1 billion investment fund that invested in equity and credit securities of companies engaged in corporate transactions. In addition, Mr. Dean served on the Executive Committee of Allen Investment Management LLC, the firm’s SEC-registered investment advisor, and was actively involved in the firm’s corporate advisory, principal trading, and private capital businesses. Mr. Dean began his career at Merrill Lynch & Co. as an analyst in the Media, Telecom & Technology Investment Banking Group.

From 2019 to 2024, Mr. Dean served as President of Ada Sand & Gravel, Inc., a southwest Idaho-based supplier of construction aggregates. In 2024, Ada Sand & Gravel merged with Premier Aggregates Holdings, LLC, creating the leading independent supplier of construction and landscape aggregates in southwest Idaho. Mr. Dean also actively invests in private equity, real estate and venture capital through Gemstone Capital LLC.

Mr. Dean serves as an Advisory Board Member of Greybull Stewardship LP, a private equity investment firm. Mr. Dean is a graduate of Duke University where he received a B.A., cum laude, in Economics and Public Policy.

Our Board believes that Mr. Dean is qualified to serve on our Board due to his extensive experience in corporate finance and strategy, investment analysis and capital markets.

Age:			Director Since:			Board Committees:			Other current public company boards:
54			December 4, 2020			Audit (Chair); Corporate Governance & Nominating			N/A

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Laura Dove
Virginia, USA

Chair of the Board of Trustees of the James Madison Foundation

Background

Laura Dove brings three decades of legislative and media experience to Perpetua. Ms. Dove is currently the chair of the Board of Trustees of the James Madison Foundation, and recently served as a senior fellow at Harvard Kennedy School and a resident fellow at the University of Chicago where she led a seminar on the role of the U.S. Senate. Ms. Dove previously served as Senior Director of the Ford Motor Company, an American company that designs, manufactures, markets and services vehicles, from 2020 until 2022, where she led federal government relations for a Fortune 50 company. She also served as Chair of the Executive Committee of the Alliance for Automotive Innovation and as the Washington representative for the Business Roundtable, U.S. Chamber of Commerce and National Association of Manufacturers during that time. Prior to her role with Ford, Ms. Dove served as the Senate’s Secretary for the Majority (an elected officer of the Senate) from 2013 to 2020, the culmination of more than twenty years of service in government. Ms. Dove holds a Master’s degree from the University of Virginia and a Bachelor of Arts degree from the University of North Carolina, Chapel Hill.

Our Board believes that Ms. Dove is qualified to serve on our Board due to her extensive experience in media and government service and relations.

Age:			Director Since:			Board Committees:			Other current public company boards:
56			March 30, 2022			Audit; Corporate Governance & Nominating			N/A

Andrew Cole
Nevada, USA

Former General Manager, Barrick Former General Manager, Donlin Gold Project

Background

Andrew Cole has over 35 years of experience in the metals and mining industry including substantial expertise in the processing of refractory ore, having been General Manager at Barrick Gold’s Goldstrike Mine from December 2011 until June 2015, Executive Director of Barrick’s North American operations until October 2016, and General Manager at the Donlin Gold Project until 2020 where he secured major permits including the Final Record of Decision. Since January 2021, Mr. Cole has led a consulting practice and has experience supporting an emerging gold producer through the successful development of its processing strategy and the restart of its autoclave facility in Nevada

Mr. Cole holds a Bachelor of Science Degree in Material Sciences and Engineering from the University of Arizona and he received his MBA from the University of Nevada. Mr. Cole serves as a Paulson & Co. Inc. nominee under the Paulson Investor Rights Agreement.

Our Board believes that Mr. Cole is qualified to serve on our Board due to his extensive mining industry experience including operations and metallurgical processing experience.

Age:			Director Since:			Board Committees:			Other current public company boards:
62			January 1, 2024			Compensation; Technical and HSEC			International Tower Hill Mines Ltd.

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Richie Haddock
Utah, USA

Former General Counsel, Barrick

Background

Rich Haddock retired from Barrick Gold Corporation, a mining company in 2022, where he had been General Counsel since 2014. At Barrick Gold Corporation, Mr. Haddock served in progressively senior legal roles since joining the company in 1997 and also served in business roles, including Global Vice President of Environment and Interim Regional President of Barrick North America. Mr. Haddock brings extensive permitting expertise in the U.S. as well as globally and vast experience in stakeholder engagement, environment, governance, litigation and mergers and acquisitions. Prior to his tenure at Barrick Gold Corporation, he worked at Santa Fe Pacific Gold Corporation, which merged into Newmont, a Colorado based gold mining company, and was a partner at Denver-based international law firm, Holme Roberts & Owen.

Mr. Haddock has been practicing law since 1985 and holds a Bachelor’s degree in Geology.

Our Board believes that Mr. Haddock is qualified to serve on our Board due to his extensive background in the mining industry including legal and permitting experience.

Age:			Director Since:			Board Committees:			Other current public company boards:
67			May 19, 2023			Technical and HSEC, Corporate Governance & Nominating Committee			N/A

Jeffrey Malmen
Idaho, USA

Senior Vice President of Public Affairs of IDACORP and Idaho Power

Background

Mr. Malmen is currently the Senior Vice President of Public Affairs of IDACORP, an electricity holding company and Idaho Power, a regulated electrical power utility, where he has worked since 2007. In his role, he oversees government and regulatory affairs, corporate communications, and corporate services, including supply chain, real estate and facilities. Prior to that, Mr. Malmen enjoyed a 21-year career in state and federal politics, most recently as Chief of Staff for Idaho Governor C.L. “Butch” Otter and Idaho Governor Phil Batt prior to that. He also served as Administrator of the Division of Financial Management for Idaho Governor Dirk Kempthorne. He is a member of the Executive Committee of the Idaho Association of Commerce and Industry and Board Member of the Idaho Mining Association. Mr. Malmen attended Boise State University and has completed graduate studies at Dartmouth College, the University of Virginia and Stanford University.

Our Board believes that Mr. Malmen is qualified to serve on our Board due to his extensive experience in regulatory processes and experience as a senior executive of a publicly traded company.

Age:			Director Since:			Board Committees:			Other current public company boards:
58			December 4, 2020			Audit; Compensation			N/A

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Alexander Sternhell
Maryland, USA

Principal of Sternhell Group

Background

Mr. Sternhell has over two decades experience working on Capitol Hill lobbying on behalf of some of the world’s largest companies as Principal of Sternhell Group. Prior to founding the Sternhell Group, he served as the Democratic Deputy Staff Director of and Senior Policy Advisor to the U.S. Senate Committee on Banking, Housing and Urban Affairs from 2007 until 2009 as well as the Staff Director for the Senate Banking Subcommittee on Securities and Investment from 1999 until 2006. He played a key role in drafting and negotiating financial services legislation in recent history. Mr. Sternhell received his BA from Louisiana State University.

Our Board believes that Mr. Sternhell is qualified to serve on our Board due to his extensive experience in government service, corporate governance and crisis management.

Age:			Director Since:			Board Committees:			Other current public company boards:
54			December 4, 2020			Audit; Compensation			N/A

Jonathan Cherry
Boise, Idaho

President and Chief Executive Officer

Background

Jonathan Cherry was appointed President and CEO of Perpetua Resources and joined the Board effective March 14, 2024. Mr. Cherry joined Perpetua Resources with over three decades of extensive mining industry experience including permitting, capital raising, project development, joint venture formation and operations. He most recently served as President, and CEO of PolyMet Mining Company (“PolyMet”) from July 2012 to November 2023 and as Chairman of the board of directors of PolyMet from June 2020 to November 2023. During his tenure at PolyMet, the North Met project received the highest rating the Environmental Protection Agency has ever given to a mining project.

Additionally, Mr. Cherry played a leading role in negotiating a joint venture with Teck Resources prior to PolyMet’s sale to Glencore. Before joining PolyMet, Mr. Cherry served as Vice President, Environment and Government Affairs, Resolution Copper, at Rio Tinto from 2010 to 2012; General Manager, Eagle Mine, at Rio Tinto from 2004 to 2010 (the United States’ only primary nickel-copper mine); and Senior Project Engineer at Kennecott Utah Copper from 2001 to 2004

Mr. Cherry holds a Bachelor of Science degree in Environmental Engineering from Montana Technological University. He is a member of the Society for Mining, Metallurgy & Exploration, has served on the Board of Trustees for the American Mining and Exploration Association and for Highland Copper, a TSX-listed mining company, and is a Registered Professional Engineer.

Our Board believes that Mr. Cherry is qualified to serve on our Board due to his extensive executive leadership and management experience, and his experience in the mining industry including permitting, capital raising, project development and joint venture formation.

Age:			Director Since:			Board Committees:			Other current public company boards:
56			March 14, 2024			Technical and HSEC			N/A

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Family Relationships

There are no family relationships among any of our executive officers or directors.

Majority Voting Policy

The Board has adopted the Majority Voting Policy which requires, in an election of directors, other than at a Contested Meeting, any Director who receives a greater number of shares withheld than shares voted in favor of his or her election must immediately tender his or her Resignation to the Board. The Corporate Governance and Nominating Committee of the Company will then review the matter and make a recommendation to the Board. In considering the Resignation, the Corporate Governance and Nominating Committee and the Board shall consider all factors they deem relevant. The Board shall determine whether or not to accept the Resignation within 90 days after the date of the relevant shareholders’ meeting. The Board shall accept the Resignation absent exceptional circumstances. The Resignation will be effective when accepted by the Board. The Director tendering the Resignation will not participate in any Board or Corporate Governance and Nominating Committee meeting at which the Resignation is considered. The Company shall promptly issue a news release with the Board’s decision and send a copy of the news release to the TSX. If the Resignation is not accepted, the news release shall fully state the reasons for that decision.

Under the Majority Voting Policy, a “Contested Meeting” is a meeting at which the number of Directors nominated for election is greater than the number of seats available on the Board.

Legal Proceedings, Cease Trade Orders, Bankruptcies, Penalties or Sanctions

To the knowledge of the Company, except as disclosed herein, no proposed director:

(a) is, as at the date of this Proxy Statement, or has been, within 10 years before the date of this Proxy Statement, a director, chief executive officer or chief financial officer of any company (including the Company) that,

(i) was subject, while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer of such company, of a cease trade or an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “Order”); or

(ii) was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;

(b) is, as at the date of this Proxy Statement, or has been within 10 years before the date of this Proxy Statement, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within the 10 years before the date of this Proxy Statement, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

(d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

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Pursuant to an amended and restated investor rights agreement dated March 17, 2020 (the “Paulson Investor Rights Agreement”) between the Company and Paulson & Co., Inc., on behalf of the several investment funds and accounts managed by it (“Paulson”), Paulson has the right to designate two nominees to the Board so long as Paulson owns 20% or more of the outstanding Common Shares (calculated on a fully-diluted basis) and to designate a replacement for any Paulson designee that resigns or otherwise is unable or unwilling to serve as director. The Paulson Investor Rights Agreement was subsequently amended in 2018 and in March 2020, the latter amendment providing for a Paulson nominee to also be Chair of the Company. Marcelo Kim and Andrew Cole are the current Director nominees of Paulson.

Other than the above, no other proposed director is to be elected under any arrangement or understanding between the proposed director and any other person or company, except the Directors and executive officers of the Company acting solely in such capacity. For further details on the Paulson Investor Rights Agreement, please see Exhibit 10.4 to our 2025 Annual Report on Form 10-K filed with the SEC and filed on SEDAR+ under the Company’s profile on March 31, 2026.

Director Nominee Tenure, Skills, and Characteristics

The Corporate Governance and Nominating Committee annually reviews the tenure, performance, and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the Company’s needs at that point in time and seeks out candidates with a variety of experience and perspectives, including individuals from different geographic regions and areas of expertise. The tenure range of our director nominees is as follows:

Director Nominee Tenure, Skills, and Characteristics

Tenure on Board	Number of Director Nominees
More than 10 years		1
6-10 years		4
5 years or less		4

Skills, Qualifications, and Experience

Our Board is comprised of a diverse, experienced group of thoughtful leaders.

Marcelo
Kim

Andrew
Cole

Robert
Dean

Laura
Dove

Richie
Haddock

Jeffrey
Malmen

Christopher
Robison

Alexander
Sternhell

Jonathan
Cherry

Executive Leadership Experience

Financial Experience

Accounting/Audit Experience

Risk Management Experience

Operations Experience

Industry (Natural Resources) Experience

Environmental and/or Climate Change-Related Experience

Health and/or Safety Experience

Human Resources Management
Experience

Government Affairs and/or Regulatory Experience

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Corporate Governance

Board Leadership Structure

The Board is responsible for the control and direction of the Company, and its current leadership structure comprises a Chair and a lead independent director. Mr. Kim, an independent director, serves as the Chair of our Board. In that role, Mr. Kim presides over the executive sessions of the Board in which Mr. Cherry, our Chief Executive Officer, does not participate. Mr. Robison serves as lead independent director of the Board and liaison to management on behalf of the independent members of the Board. Our Board has concluded that our current leadership structure is appropriate at this time and the Board believes all of the foregoing factors, coupled with regular executive sessions with only independent directors present, provide an appropriate balance between effective and efficient Company leadership and sufficient oversight by non-employee directors. Our Board will periodically review. our leadership structure and may make such changes in the future as it deems appropriate.

Director Independence

Under the corporate governance requirements of The Nasdaq Stock Market LLC (“Nasdaq”), independent directors must comprise a majority of our Board. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and governance and nominating committees must be independent. Audit committee members must also satisfy the independence criteria set forth in NI 52-110 and Rule 10A-3 under the Exchange Act. Under the rules of Nasdaq, a director will qualify as an “independent director” only if, in the opinion of that company’s board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the Board or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or (ii) be an affiliated person of the listed company or any of its subsidiaries. Our Board has undertaken a review of its composition, the composition of its committees and the independence of each director. Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our Board has determined that Mr. Cole, Mr. Dean, Ms. Dove, Mr. Haddock, Mr. Kim, Mr. Malmen, Mr. Robison and Mr. Sternhell, representing a majority of our directors, do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC, the listing requirements of Nasdaq and applicable securities laws of Canada. Mr. Cherry is not considered independent because he is an employee of the Company. Our Board also determined that Mr. Dean, Mr. Malmen, Mr. Sternhell, and Ms. Dove who comprise our audit committee (“Audit Committee”), Mr. Cole, Mr. Malmen, Mr. Robison and Mr. Sternhell who comprise our compensation committee (“Compensation Committee”), and Mr. Dean, Ms. Dove, Mr. Kim, Mr. Haddock and Mr. Robison who comprise our corporate governance and nominating committee (“Corporate Governance and Nominating Committee”), satisfy the independence standards for those committees established by applicable rules and regulations of the SEC, the listing requirements of Nasdaq and applicable securities laws of Canada. In making the above determinations, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our share capital by each non-employee director and the transactions involving each non-employee director, if any, described in “Certain Relationships and Related Person Transactions.” In particular, in determining his independence, the Board considered Mr. Kim’s role as a partner at Paulson and a nominee for director under the Paulson Investor Rights Agreement and concluded that this role will not impair Mr. Kim’s exercise of independent judgment in carrying out his responsibilities as a director. In addition, in determining Mr. Malmen’s independence, the Board considered his role at IDACORP, Inc. (“IDA”), the parent company to Idaho Power Company (“Idaho Power”), the transactions with Idaho Power described in “Certain Relationships and Related Person Transactions,” and the steps taken by the Board and IDA to prevent Mr. Malmen’s direct involvement with, or interest in, such transactions. The Board concluded that none of the transactions

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involved an amount that exceeded the brightline independence thresholds and that these transactions will not impair Mr. Malmen’s exercise of independent judgment in carrying out his responsibilities as a director.

The Board’s independent directors regularly meet in executive session without the presence of any members of management. The Chair presides at these meetings and provides the Board’s guidance and feedback to the Company’s management team, including the Chief Executive Officer.

Board Member Evaluation and Selection

Our Corporate Governance and Nominating Committee and Board monitor governance developments in Canada and the United States, including those relating to non-discrimination. We support the objectives of increasing the variety of perspectives and backgrounds of Board Members and fostering a culture of professionalism and respect in the workplace, including on the Board.

The Company’s Non-Discrimination Policy sets forth the Company’s commitment and approach to fostering, cultivating, and preserving a culture of professionalism and respect on its Board. In the Non-Discrimination Policy, the Company specifically prohibits discrimination and harassment based on protected characteristics which includes, but is not limited to, age, color, disability, ethnicity, family or marital status, gender identity or expression, language, national origin, physical and mental ability, political affiliation, race, sex, religion, sexual orientation, socio-economic status, veteran status, and other characteristics that are protected by law.

The Company believes that the nomination of Directors should be based on merit and remains committed to selecting the most highly qualified individuals to fulfill these roles. The Company also recognizes that having a pool of candidates with a variety of backgrounds and experiences from which Directors are selected is key to achieving effective decision-making, strong business performance, continuous innovation, and good governance.

The Company believes that it benefits from a wide array of viewpoints, backgrounds, skills, and experience and specifically recognizes the need for individuals with a variety of backgrounds and experiences. The Company acknowledges the important role that all individuals play in contributing to the Company’s management and effectiveness.

On an annual basis, the Corporate Governance and Nominating Committee:

•

monitors the implementation of the Non-Discrimination Policy;

•

assesses the effectiveness of the nomination and appointment processes at achieving the Company’s growth and retention objectives outlined in the Non-Discrimination Policy;

•

reviews best practices with respect to establishing and maintaining a professional and respectful working environment that values all employees and one that is free from discrimination and harassment; and

•

reviews and recommends any changes to the Non-Discrimination Policy to the Board.

Risk Oversight

As part of regular Board and committee meetings, the directors oversee executives’ management of risks relevant to the Company. While the full Board has overall responsibility for risk oversight, the Board has delegated responsibility related to certain risks to the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee, and the Technical and HSEC Committee. The Audit Committee is responsible for overseeing management of risks related to our financial statements and financial reporting process, data privacy and cybersecurity, business continuity, and operational risks; the qualifications, independence, and performance of our independent auditors; the performance of our internal audit function, legal and regulatory matters; our compliance policies and procedures; the review of related party transactions under the Corporation’s Related Party Transaction Policy; and investments subject to Audit Committee approval under the Investment Policy Statement. The Compensation Committee is responsible for overseeing management of risks related to succession planning and compensation for our executive officers and our overall compensation program, including our equity-based compensation plans,

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as well as risks related to other human capital management matters. The Corporate Governance and Nominating Committee is responsible for overseeing management of risks related to corporate governance, including annual reports to shareholders, compliance with anti-bribery and anti-corruption policies, and the implementation of non-discrimination policies. The Technical and HSEC Committee is responsible for overseeing management of risks related to workplace safety and our environmental, sustainability, and corporate social responsibility practices, including climate change-related risks and risks related to our operations and our supply chain. The full Board regularly reviews reports from management on various aspects of our business, including related risks and tactics and strategies for addressing them. The Compensation Committee is responsible for working with management so that Perpetua has a process to provide for the orderly succession of management, as described in our Compensation Committee charter.

Orientation and Continuing Education

The Chair of the Board takes primary responsibility for the orientation and continuing education of Directors. The Corporate Governance and Nominating Committee is also responsible for determining appropriate orientation and education programs for new Board members. New Directors are provided with an overview of their role as a member of the Board and its committees, and the nature and operation of the Company’s business and affairs. New Directors are provided with opportunities to visit the Company’s operations and have discussions with the Company’s operating personnel. New Directors also have the opportunity to discuss the Company’s affairs with legal counsel as well as the representatives of the Company’s external auditors.

All Board members are provided with a monthly management report which details the Company’s business results and operations and senior management regularly makes presentations to the full Board on the main areas of the Company’s business. Board members have full access to the Company’s records.

To help ensure that Directors maintain the skill and knowledge necessary to meet their obligations as Directors, Board members are encouraged to communicate with management, auditors and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and to visit the Company’s operations.

All Board members are provided with the Company’s Board policy manual, including all corporate governance policies, the Board’s Charter, charters of each of the committees, Board and committee chair position descriptions, corporate policies and other relevant information. The Board also has access to publicly filed documents of the Company, including technical reports and financial information and access to management, consultants, and technical experts, should the need arise.

All Board members have been to the Stibnite Gold Project (the “Stibnite Gold Project” or the “Project”) site and it is the Company’s intention to hold one of its quarterly Board meetings at the site each year to provide the Directors with additional and on-going exposure to the Stibnite Gold Project site.

Environmental, Social and Governance

Perpetua has, since its inception, sought to incorporate the principles of good environmental, social and governance (“ESG”) standards into all its actions. Since 2013, Perpetua has released an annual Sustainability Report which includes discussion of our commitments to the community, environment and safety. In 2019, the Board formalized its commitments by adopting an ESG Policy. The intent of this policy is to set out our guiding principles in a coherent, systematic manner to inform stakeholders and interested parties as to those principles. Perpetua launched a Sustainability Roadmap in 2022 which outlines the thirteen goals guiding the Company’s development of the Stibnite Gold Project and integrates our ESG commitments.

Guiding Principles

We are guided by certain principles as they relate to responsible mineral development. These principles include, but are not limited to, the following:

•

Perpetua’s goal is to leave the Stibnite Gold Project site better than we found it and to leave a lasting legacy of economic benefits in Valley County and Idaho.

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•

Perpetua believes that responsible corporate behavior with respect to ESG factors can generally have a positive influence on long-term financial performance.

•

Disclosure can allow stakeholders and other interested parties to better understand, evaluate and assess potential risk and return, including the potential impact of ESG factors on Perpetua’s performance.

•

Perpetua’s investment analysis should incorporate certain ESG factors to the extent that they affect risk and return.

•

Perpetua acknowledges the division of authority and responsibilities among the three parties that are core to good corporate governance — shareholders, directors and managers.

Core Values

In order to live up to these principles, Perpetua has defined certain core values that are integral to the Company’s objectives, decision making process and success:

•

Safety — The health and safety of our employees, contractors and the public is of the utmost importance.

•

Environmental Responsibility — We comply with all of the environmental laws that apply to our operations and seek to go above and beyond what is required; we strive to identify practical solutions to manage growth while working to protect and enhance the natural environment.

•

Community Involvement — As a proud part of the community, we actively strive to serve the community’s needs and to collectively enhance prosperity and well-being.

•

Transparency — We seek to fulfill our commitments in an open and transparent manner. We aim to be accurate, consistent and straightforward in all information delivered to our stakeholders.

•

Accountability — As part of our corporate governance, we provide accountability processes to guide our actions, decisions, conduct and reporting.

•

Integrity & Performance — We hold ourselves to high standards and strive to fulfill our commitments in an effective and sustainable manner.

Below is a review of Perpetua’s efforts in 2025 with regards to ESG.

	Environment			• Zero reportable spills in 2025
				◦ No reportable spills for 166 months
				• Operations at site powered using solar power when possible
				◦ In 2025, we produced 6,860 kWh of solar energy
				• Continued sediment reduction strategy to improve water quality
				◦ Since 2011, Perpetua has planted 81,113 trees
				• Continued voluntary legacy waste cleanup and water quality improvement actions in the historical Stibnite Mining District
	Health & Safety			• “Safety First” — Safety continues to be a top priority for Perpetua
	Health & Safety			• Successfully completed Safety & Health Achievement Recognition Program managed by the Occupational Safety and Health Administration in 2025
				• Zero lost time incidents in 2025
				◦ No lost time incidents for past 121 months
				◦ 3,120 employee training hours, 5,938 contractor training hours
				◦ 23,777 hours of Health & Safety Training since 2013
	Social Responsibility			• Continued to improve our ESG and sustainability reporting through the SASB reporting framework
	Social Responsibility			• Community engagement continued to be a priority:
				◦ Perpetua employees spent 28 hours in local classrooms or virtually teaching students

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				about science, technology, engineering and math in 2025. 2,418 total hours since 2017
				◦ Perpetua team members spent over 530 hours serving the community and participating in wider industry events in 2025 and 17,419 total volunteer hours since 2015
				• Openness and transparency are guiding principles for our team
				◦ We hosted 38 site tours for our stakeholders in 2025
				◦ We gave over 1,200 project presentations since 2015 and held 94 office hours opportunities over the last seven years between 2019 and 2025
	Board Practices, Governance, Shareholder			• All directors stand for re-election annually on an individual basis
	Board Practices, Governance, Shareholder			• 50%+1 Majority Voting Policy adopted in 2013, under which Directors not receiving more “for” than “withhold” votes must tender their resignation to the Board
	Rights & Accountability			• Advance Notice Policy adopted in 2013
				• Regular engagement with shareholders throughout the year
				• Positions of Chair, Lead Director and CEO are separated, and each have formal position descriptions
				• Audit and Corporate Governance & Nominating Committees, and the Compensation Committee are comprised entirely of independent directors; CEO sits on Technical and HSEC Committee
				◦ Each committee and the Board conducted regular in-camera meetings without non-independent Directors or management present
				• Updated governance policies in 2026 to reflect company growth and transition to construction phase
				• Board and committees review mandates and assess their effectiveness annually
				• Equity ownership policy requiring directors and executives to maintain certain levels of Common Share ownership
				• Annual formal Risk Matrix review and presentation to the Board

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and crucial to meet the Company’s responsibilities to shareholders and other stakeholders. All Directors, officers and employees of the Company are expected to maintain and enhance the Company’s standing as a vigorous and ethical member of the business community.

The Company and its employees, personally and on behalf of the Company, are required to comply with the laws, policies and other regulations applicable to the Company and its business, respect the protection of internationally proclaimed human rights and recognize the responsibility to observe those rights.

Accordingly, the Board has adopted a Code of Conduct and Ethics Policy (the “Code”), which is posted on the Company’s website at www.perpetuaresources.com and filed under the Company’s profile at www.sedarplus.ca. We expect all of our employees, management and Directors to abide by the Code, and the Board has instructed its management and employees to abide by the Code and to bring any breaches of the Code to the attention of the Board.

It is ultimately the Board’s responsibility for monitoring compliance with the Code. The Board has delegated this responsibility to the Corporate Governance and Nominating Committee which, among other things, reviews the Code periodically. To date, no waivers of the Code have been granted nor has to the Company reported any conduct of a Director or executive officer of the Company that constitutes a departure from the Code.

The Company has also established a whistleblower policy (the “Whistleblower Policy”) whereby the Board has delegated the responsibility of monitoring complaints regarding financial statement disclosures, accounting, internal controls, potential fraud, improper payments and activities or auditing matters to the Audit Committee. Monitoring of accounting, internal controls and auditing matters, as well as violations of the law, the Code and other Company policies or directives, occurs through the reporting of complaints

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and concerns through an anonymous whistleblower hotline, via email, or through a secure Internet reporting service in accordance with the Whistleblower Policy. For reports that are not reported anonymously, the Company will advise the reporting party that the reported activity has been addressed and, if possible, of the specific resolution. A copy of the Whistleblower Policy is available on the Company’s website at www.perpetuaresources.com.

Certain of the Company’s Directors serve or may agree to serve as directors or officers of other reporting companies or have significant shareholdings in other reporting companies and, to the extent that such other companies may participate in ventures in which the Company may participate, a Director may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Board, a Director who has such a conflict will abstain from voting for or against the approval of such participation or such terms and such Director will not participate in negotiating and concluding terms of any proposed transaction.

The Board also requires that Directors and executive officers who have an interest in a transaction or agreement with the Company to promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and abstain from voting in respect to same if the interest is material or if required to do so by applicable corporate or securities law.

Shareholder Engagement

We believe that effective corporate governance includes year-round engagement with our shareholders and other key stakeholders. In order to better engage with key stakeholders in our communities, Perpetua has created opportunities for formal discussion through the Stibnite Advisory Council and regularly hosted office hours and public discussions. We make ourselves available to meet regularly with our shareholders, including both large and small investors, to discuss business strategy, performance, compensation philosophy, corporate governance, and environmental and social topics. This outreach is complementary to the hundreds of touchpoints our Investor Relations team has with shareholders each year. We find it beneficial to have ongoing dialogue with our shareholders throughout the year on a full range of investor priorities (instead of engaging with shareholders only prior to our annual meeting on issues to be voted on in the proxy statement). Generally, shareholders who have questions or concerns regarding the Company should contact our Vice President of Investor Relations at (208) 901-3060 or info@perpetuacorp.us.

Shareholders may also submit questions on our website at https://perpetuaresources.com/connect/. Any shareholder who wishes to raise questions regarding the business or affairs of the Company directly to the Board, or any individual director, may do so utilizing any of these channels and by clearly indicating the intended recipient(s). Upon receipt of any such communications, the correspondence will be directed to the appropriate person(s), including individual directors, as appropriate, provided that such communication addresses a legitimate business issue. Depending on the circumstance, the Chair of the Board or another independent director may engage in these conversations with shareholders as well. Our direct engagement with shareholders helps us better understand our shareholders’ priorities, perspectives, and issues of concern, while giving us an opportunity to elaborate on our many initiatives and practices and to address the extent to which various aspects of these matters are (or are not) significant given the scope and nature of our operations and our existing practices.

Board Meetings and Committees

The Board meets regularly during the year and holds special meetings and acts by unanimous written consent whenever circumstances require. During 2025, there were 11 meetings of the Board. All incumbent directors attended at least 95% of the aggregate of the meetings of the Board and committees on which they served occurring during 2025. Marcelo Kim and Christopher Robison attended the 2025 Annual Meeting of Shareholders as Chair and Lead Independent Director, respectively.

The Board has established four standing committees: an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee, and a Technical and HSEC Committee. Each of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee is comprised entirely of directors who meet the applicable independence requirements of the Nasdaq rules. The Committees keep the Board informed of their actions and provide assistance to the Board in fulfilling

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its oversight responsibility to shareholders. The functions performed by these Committees, which are set forth in more detail in their respective charters, which are available on our website at www.perpetuaresources.com, are summarized below.

Audit Committee

During 2025, the Audit Committee held four (4) meetings. The primary function of the Audit Committee is to assist the Directors in fulfilling the Board’s oversight responsibilities with respect to the Company’s accounting and financial reporting processes and the integrity, quality and transparency of the Company’s financial statements; the performance of the Company’s internal accounting controls, disclosure controls and procedures and internal control over financial reporting; the Company’s compliance with legal and regulatory requirements which relate to financial reporting; and the appointment (subject to shareholder ratification) of the Company’s external auditor and approval of its compensation as well as responsibility for its independence, qualifications and performance of all audit and audit related work. The Audit Committee is comprised entirely of non-executive, independent directors (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110, Audit Committees, the Nasdaq listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended). Directors and each member of the Audit Committee meet the requirement of financial literacy as prescribed by the appropriate regulatory bodies. Specifically, at least one member of the Audit Committee, Robert Dean, is an “audit committee financial expert,” as defined by Securities and Exchange Commission (“SEC”) rules and meets the Nasdaq requirement for finance, accounting or comparable experience or background.

Members of the Audit Committee may not serve on more than three public company audit committees simultaneously unless the Board determines that such simultaneous service would not impair the member’s ability to serve effectively on the Audit Committee. As part of its reporting responsibilities, the Audit Committee is required to prepare the Committee report required by SEC proxy rules to be included in the Company’s annual proxy statement.

Compensation Committee

During 2025, the Compensation Committee held five (5) meetings. The Compensation Committee, under the supervision of the Board, has overall responsibility for monitoring trends in compensation philosophy and practices, making recommendations regarding appropriate levels and types of executive compensation that are competitive and motivating in order to attract, hold and inspire the Chief Executive Officer, Chief Financial Officer, other senior officers and other key employees, and for reviewing trends in compensation philosophy and practices for independent Directors and making recommendations in that regard. The Compensation Committee is also responsible for the following: (i) to review Perpetua’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, to review and discuss at least annually the relationship between risk management policies and practices and compensation, and to evaluate compensation policies and practices that could mitigate any such risk; and (ii) to oversee Perpetua’s compliance with applicable U.S. and Canadian securities laws and the rules of each stock exchange on which Perpetua’s securities are listed regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement that, with limited exceptions, shareholders approve equity compensation plans. The Compensation Committee charter provides that the Compensation Committee may engage compensation consultants, independent legal counsel and other advisors and will review and annually recommend to the Board the annual salary, bonus and other benefits, direct and indirect, of the Chief Executive Officer and the compensation for all other executive officers of the Company. This authority cannot be delegated. The Compensation Committee must consist of at least three members of the Board, each of whom must be “independent” within the meaning of all applicable U.S. and Canadian securities laws and the rules of each stock exchange on which Perpetua’s securities are listed.

Corporate Governance and Nominating Committee

During 2025, the Corporate Governance and Nominating Committee held four (4) meetings. The primary function of the Corporate Governance and Nominating Committee is to assist the Board by establishing and leading the process for identifying, recruiting, and recommending candidates for nomination,

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appointment, election and re-election to the Board; assessing Board performance; determining appropriate orientation and education programs for new Board members; reviewing and recommending to the Board proposed changes to Perpetua’s Articles and corporate governance policies; and monitoring and reviewing the processes in place to maintain compliance with the Extractive Sector Transparency Measures Act. The Corporate Governance and Nominating Committee must consist of at least three members of the Board all of whom must be non-executive directors, and “independent” within the meaning of all applicable U.S. and Canadian securities laws and the rules of each stock exchange on which Perpetua’s securities are listed (except if and to the extent that such regulations permit otherwise). Nominees recommended by shareholders will be evaluated in the same manner as those nominees recommended by the Corporate Governance and Nominating Committee so long as the shareholders comply with the notice procedures summarized in “Proposals of Shareholders” below.

Technical and HSEC Committee

During 2025, the Technical and HSEC Committee held five (5) meetings. The Technical and HSEC Committee must consist of at least three members of the Board, a majority of whom will be “independent” within the meaning of all applicable U.S. and Canadian securities laws and the rules of each stock exchange on which Perpetua’s securities are listed.

The Technical and HSEC Committee reviews environmental, occupational health, safety and sustainable development reports of the Company; oversees the Company’s environmental and safety performance; the technical activities of the Company including permitting, studies, projects, operations and exploration; and monitors and reviews current and future regulatory issues relating to the environment, health, safety and sustainable development (including other sustainability matters such as those relating to the environment, permitting and Indigenous relations) and making recommendations on significant matters, where appropriate, to the Board.

Perpetua is committed to take into consideration the environment, health, safety and welfare of the communities in which it has operations, development and exploration activities and to strive to be legally compliant, and economically, environmentally, socially and ethically responsible. The Technical and HSEC Committee, under the supervision of the Board, has overall responsibility for overseeing the development and implementation of policies and procedures for ensuring a safe and healthy work environment.

The Technical and HSEC Committee also (i) oversees the establishment and implementation of the Company’s strategies, policies and programs with respect to the Stibnite Gold Project and exploration; (ii) oversees the establishment and implementation of the Company’s strategies, policies and programs with respect to sustainability matters; and (iii) reviews proposed operational and sustainability objectives for inclusion in the Company’s incentive compensation programs, making recommendations to the Compensation Committee on such corporate objectives and monitoring performance against such objectives throughout the year.

Ad Hoc Special Committees

The Board does not have any other standing committees. From time to time, ad hoc special committees (a “Special Committee”) of the Board may be appointed for various purposes. The primary function of a Special Committee is to efficiently consider and make recommendations to the full Board in respect of any potential future transaction involving a financing, business combination, acquisition or sale initiated by a third party in respect of the Company or its business and assets. A Special Committee is responsible for reviewing key aspects of any such transaction and making recommendations to the full Board with respect thereto, and was established as a separate special committee of the Board in order to ensure that relevant facts, issues and associated transactions are reviewed and approved by Directors who are not subject to conflicts of interest and, as such, can consider transactions with the best interests of the Company and its shareholders in mind.

Participation of Directors in Board Meetings

During the financial year ended December 31, 2025, a total of 29 Board and standing committee meetings (including meetings of independent directors only) were held. The attendance record of each director, in their capacity as a director, for Board and standing committee meetings held in 2025 was as follows:

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Director

Board
Meetings
Attended

Audit
Committee
Meetings
Attended

Compensation
Committee
Meetings
Attended

Corporate
Governance
and
Nominating
Committee
Meetings
Attended

Technical
and HSEC
Committee
Meetings
Attended

Total
Number
of
Meetings
Attended

Attendance
Record

Marcelo Kim

11 of 11
100%

n/a

4 of 4
100%

5 of 5
100%

100%

Andrew Cole

10 of 11
100%

n/a

5 of 5
100%

n/a

5 of 5
100%

95%

Robert Dean

11 of 11
100%

4 of 4
100%

n/a

4 of 4
100%

n/a

100%

Laura Dove

11 of 11
100%

4 of 4
100%

n/a

4 of 4
100%

n/a

100%

Richie Haddock

11 of 11
100%

n/a

4 of 4
100%

5 of 5
100%

100%

Jeffrey Malmen

10 of 11
91%

4 of 4
100%

5 of 5
100%

n/a

95%

Christopher Robison

11 of 11
100%

n/a

5 of 5
100%

4 of 4
100%

5 of 5
100%

100%

Alexander Sternhell

11 of 11
100%

3 of 4
75%

5 of 5
100%

n/a

95%

Jonathan Cherry

11 of 11
100%

n/a

5 of 5
100%

100%

Jessica Largent*

8 of 8
100%

n/a

4 of 4
100%

100%

Ms. Largent resigned from the Board on October 1, 2025. Her attendance record reflects only those meetings of the Board and committees on which she served that were held during the period of her service in fiscal 2025.

Director Nominations

The Corporate Governance and Nominating Committee is responsible for identifying potential Board candidates. The Corporate Governance and Nominating Committee is composed entirely of non-executive, independent Directors. The Corporate Governance and Nominating Committee reviews the backgrounds, experiences, expertise, competencies and skills that the Company’s Board, as a whole, possesses; assesses potential Board candidates relative to needs on the Board for required backgrounds, experiences, expertise, competencies, skills, independence and other factors; and recommends candidates for nomination, appointment, election and re-election to the Board. Members of the full Board and representatives of the mining industry are consulted for possible candidates.

Further to the above commitment, the Board will seek out candidates with common attributes such as integrity, intelligence, sound business judgement, independence of mind and the ability to learn and understand all aspects of the Company’s business. Recruits to the Board will also be highly qualified in their respective areas of expertise and possess a mix of background, skill and experience that, collectively, will allow the Board to function at a high level and add value to the enterprise.

The Board has adopted a written charter that sets forth the responsibilities, powers and operations of the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for annually assessing Board performance, assessing the contribution of the Board, committees and all Directors annually, and planning for the succession of the Board.

The Corporate Governance and Nominating Committee considers shareholder nominees using these same criteria. Shareholders who wish to present a potential nominee to the Corporate Governance and Nominating Committee for consideration for election at a future annual meeting of shareholders must

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provide the Corporate Governance and Nominating Committee with notice of the recommendation and certain information regarding the candidate as described in our current Articles and within the time periods set forth under the caption “Proposals of Shareholders.”

Compensation of Directors

Under the Company’s policies with regard to Director compensation, the Company’s executive Directors do not receive fees for Board service. Jonathan Cherry and Jessica Largent were the only executive Directors in 2025. They did not receive any fees for Board service in 2025. In addition, Mr. Kim, as a nominee of Paulson during 2025, elected to receive no Directors’ fees or equity awards in 2025. Mr. Cole, who was designated as a Paulson nominee in January 2024, is not an employee of Paulson and, therefore was entitled to receive Director fees as an independent non-executive Director in 2025. Generally, the compensation for non-executive Directors included the following payments for fiscal year 2025:

(i) a $25,240 annual cash retainer;

(ii) a $11,767 annual cash retainer for the Lead Director;

(iii) a $12,208 annual cash retainer for the Chair of the Audit Committee;

(iv) a $4,940 annual cash retainer for the Chair of the Technical and HSEC Committee;

(v) a $4,940 annual cash retainer for the Chair of the Compensation Committee;

(vi) a $3,052 annual cash retainer for each member (excluding the Chair) of the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Technical and HSEC Committee.

For fiscal year 2025 through present, the Chair of each Committee was as follows:

(vii) Mr. Dean serves as the Chair of the Audit Committee and received an annual cash retainer for his service in this position for 2025;

(viii) Mr. Robison serves as the Chair of the Compensation Committee and received an annual cash retainer for his service in this position for 2025;

(ix) Mr. Kim serves as the Chair of the Corporate Governance and Nominating Committee and did not receive an annual cash retainer for his service in this position for 2025; and

(x) Mr. Robison serves as the Chair of the Technical and HSEC Committee and received an annual cash retainer for his service in this position for 2025.

Payments for Board and committee service are made quarterly to the Directors. In 2022, we established share ownership guidelines which require Directors to receive their annual retainers in the form of DSUs until they reach the minimum holding requirement under such guidelines, as discussed in further detail below. The share ownership guidelines were updated in December 2025. As of December 31, 2025, all of the Directors who served in 2025 had reached the minimum holding requirements as amended. Each of the Directors has affirmatively elected to receive their payments for Board and committee service in 2025 in the form of DSUs, except for Ms. Dove, who elected to receive payments in cash. The Company also reimburses Directors for all reasonable out-of-pocket costs incurred by them in connection with their services to the Company. The table below sets out the amounts, before any withholdings, that each non-executive Director earned in fees and all other amounts of compensation during the year ended December 31, 2025 for his or her services as a Director:

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2025 DIRECTOR COMPENSATION

Director	Fees Earned or Paid in Cash(1)			Stock Awards(3)			Total
Marcelo Kim(2)			—			—			—
Andrew Cole		$	31,344		$	27,600		$	58,944
Robert Dean		$	40,500		$	27,600		$	68,100
Laura Dove		$	31,344		$	27,600		$	58,944
Richie Haddock		$	31,344		$	27,600		$	58,944
Jeffrey Malmen		$	31,344		$	27,600		$	58,944
Christopher Robison		$	49,938		$	27,600		$	77,538
Alexander Sternhell		$	31,344		$	27,600		$	58,944
Jonathan Cherry(2)			—			—			—

(1)

Reflects annual cash retainers and any committee chair or member retainers earned for 2025, including any such retainers which were paid in the form of DSUs in lieu of cash consistent with the Director’s election. Messrs. Cole, Dean, Haddock, Malmen, Robison, and Sternhell elected to receive their annual cash retainer and/or committee fees for 2025 in the form of DSUs consisting of the following number of shares: 1,927, 2,506, 1,927, 1,927, 3,011, and 1,927, respectively. The DSUs granted to our Directors in 2025 are 100% vested on the date of grant, but do not become payable until the Director’s separation from service. Ms. Dove elected to receive cash payments for her service in 2025.

(2)

Messrs. Kim and Cherry did not receive any cash or equity compensation for services on our Board. For a description of Mr. Cherry’s compensation with respect to his service to us as our Chief Executive Officer during 2025, see the Summary Compensation Table below.

(3)

The amounts in these columns reflect the grant date fair value of long-term incentive plan grants of DSUs (which were not awarded to our Directors in lieu of cash retainer and committee fees). These DSUs were 100% vested on the date of grant, but do not become payable until the Director’s separation from service. A description of the Company’s Omnibus Equity Incentive Plan, pursuant to which the DSUs grants to our Directors were made, is included in the Executive Compensation section below. Ms. Dove elected to receive cash payments for her service in 2025.

Non-Employee Director Share Ownership and Retention Guidelines

Our non-employee directors are subject to share ownership guidelines, which require our non-employee directors to hold Common Shares with a value equal to three times the amount of their annual cash retainer, which includes any additional cash compensation paid for chairpersonships, serving as lead independent director or service on committees, paid to such directors. Our non-employee directors are required to achieve compliance with this share ownership guideline within five years following the later of the date the guidelines became effective in 2022 or the date that the director was appointed to the Board. Holdings that count towards satisfaction of this guideline, and the valuation measures used to determine such satisfaction, are the same that apply to our Named Executive Officers, as described in the narrative to the Summary Compensation Table above, but also including DSUs (whether vested or unvested) granted to Directors.

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ITEM 3

APPROVAL OF THE COMPANY’S 2026 EQUITY INCENTIVE PLAN

On April 16, 2026, our Board of Directors voted to amend and restate our current Omnibus Equity Incentive Plan (the “2021 Plan”), to be renamed the 2026 Equity Incentive Plan (the “2026 Plan”), with such action being effectuated only if our shareholders approve adoption of the 2026 Plan.

Our Board believes that the 2026 Plan will benefit the Company by (i) assisting in recruiting and retaining the services of individuals with high ability and initiative, (ii) providing greater incentives for employees and other individuals who provide valuable services to the Company and its affiliates and (iii) associating the interests of those persons with the Company and its shareholders.

If approved by the shareholders, the 2026 Plan will be effective as of June 4, 2026. If the 2026 Plan is approved by shareholders, awards previously made under the 2021 Plan will remain in effect subject to the terms of the 2021 Plan and the applicable award agreements.

The 2026 Plan permits the grant of options, share appreciation rights, restricted shares, restricted share units, performance shares, performance share units and other share-based awards (with or without dividend equivalent rights).

The more significant features of the 2026 Plan are summarized below. The summary of the 2026 Plan is qualified in its entirety by reference to the plan document, a copy of which is attached as Appendix A to this Proxy Statement.

We to rely on the exemption in section 602.1 of the TSX Company Manual in respect of the 2026 Plan as an eligible interlisted issuer whereby the TSX would not apply its standards to eligible interlisted issuers in respect of security based compensation arrangements.

Administration of the 2026 Plan

The 2026 Plan will be administered by the Compensation Committee and the Compensation Committee will approve all terms of awards under the 2026 Plan. The Compensation Committee will also approve who will receive grants under the 2026 Plan, determine the type of award that will be granted and will approve the number of Common Shares subject to the grant. The Compensation Committee may delegate all or part of its authority to administer the 2026 Plan to one or more officers; provided, however, that the Compensation Committee may not delegate its authority with respect to awards that are made to any individuals who are subject to Section 16 of the Exchange Act.

Notwithstanding the foregoing, our Board will administer the 2026 Plan in the case of any award that is made to a member of the Board who is not also an employee of the Company or an affiliate. References in this summary to the “Compensation Committee” include the Compensation Committee, any delegate of the Compensation Committee and our Board.

Because awards under the 2026 Plan are made at the Compensation Committee’s discretion, we are unable to determine who will be selected to receive awards or the type, size or terms of the awards that may be granted. For the same reason, we are unable to determine the awards that would have been granted last year if the 2026 Plan had been in effect. However, outstanding awards previously granted to our named executive officers under the 2021 Plan are reported herein. See “Executive Compensation — Grants of Plan-Based Awards.”

Eligibility

All of our employees and employees of our subsidiaries and affiliates are eligible to receive awards under the 2026 Plan. In addition, members of the Board and other individuals who perform significant services for us and our subsidiaries and affiliates may receive awards under the 2026 Plan.

Available Shares

The number of Common Shares that may be issued under the 2026 Plan is 8,280,530 Common Shares (the current share reserve under the 2021 Plan). The Company is not seeking an increase to the share reserve

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under the 2021 Plan or the 2026 Plan in connection with this Proposal. In connection with stock splits, stock dividends, recapitalizations and certain other events, the Board will make adjustments that it deems appropriate in the aggregate number of shares of Common Shares that may be issued under the 2026 Plan, and the terms of outstanding awards.

If any outstanding award under the 2026 Plan, including any award previously granted under the 2021 Plan, expires or is terminated or canceled without having been exercised or settled in full, or if Common Shares acquired pursuant to an award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Common Shares allocable to the terminated portion of such award or the forfeited or repurchased Common Shares will again be available for grant under the 2026 Plan. Upon any payment in common shares pursuant to the exercise or settlement of an award, the number of Common Shares available for issuance under the 2026 Plan will be reduced only by the number of Common Shares actually issued in such exercise or settlement. If a participant pays the exercise price (or purchase price, if applicable) of an award through the tender or withholding of Common Shares as full or partial payment of such exercise price, or if Common Shares are tendered or withheld to satisfy any withholding obligations of the Company, the number of Common Shares so tendered or withheld will again be available for issuance pursuant to future awards under the 2026 Plan.

Minimum Vesting Schedule

Every award under the 2026 Plan is subject to a minimum 1-year vesting requirement, except that the following are not subject to any minimum vesting criteria: 5% of the share reserve for the 2026 Plan and awards settled in cash.

Director Annual Award Limits

No non-employee director may receive an aggregate grant of awards under the 2026 Plan in any calendar year that exceeds a grant date fair value of $250,000.

Awards

The 2026 Plan authorizes the grant of options to purchase common stock, share appreciation rights, restricted share awards, restricted share units (“RSUs”), performance shares, performance share units and other share-based awards. Each type of award is described below.

Options. The 2026 Plan authorizes the Compensation Committee to grant incentive stock options (under Section 421 of the Internal Revenue Code (the “Code”)) and options that do not qualify as incentive stock options. The exercise price of each option will be determined by the Compensation Committee, provided that the price per share cannot be less than 100% of the fair market value of a common share on the date on which the option is granted (or 110% of the shares’ fair market value on the grant date in the case of an incentive stock option granted to an individual who is a “ten percent shareholder” under Sections 422 and 424 of the Code). Except in the event of stock splits, stock dividends and other changes in our capitalization, the exercise price of an outstanding option cannot be reduced without the approval of shareholders. In addition, the 2026 Plan provides that without the approval of shareholders no payment may be made on account of the cancellation of an option if the exercise price exceeds the fair market value of a common share.

The exercise price for any option is generally payable (i) in cash, (ii) by check made payable to the Company or to the Administrator, (iii) by the surrender of Common Shares (or a deemed surrender by attestation of ownership of shares of Common Shares) with an aggregate fair market value on the date on which the option is exercised equal to the exercise price for the number of shares being purchased, (iv) by payment through a broker in accordance with procedures established by the Federal Reserve Board, or (v) pursuant to a “net settlement,” i.e. by issuance of a number of shares equal to the number for which the option is exercised minus the number of shares that have a fair market value equal to the aggregate exercise price. The term of an option cannot exceed ten years from the date of grant (or five years in the case of an incentive stock option granted to a “ten percent shareholder”).

Restricted Share Awards. The 2026 Plan also provides for the grant of restricted share awards. A restricted share award is an award of Common Shares that may be subject to restrictions on transferability

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and other restrictions as the Compensation Committee determines in its sole discretion on the date of grant. A restricted share award may be subject to vesting or other requirements or restrictions that, if any, may lapse over a specified period of time or through the satisfaction of conditions, in installments or otherwise, as the Compensation Committee may determine. Unless the restricted share award agreement provides otherwise, a participant who receives a restricted share award will have all of the rights of a shareholder as to those shares, including, without limitation, the right to vote and the right to receive dividends or distributions on the shares; provided, however, such dividends or distributions will be subject the same restrictions on transferability and forfeitability as the underlying restricted shares.

RSUs and SARs. The 2026 Plan authorizes the Compensation Committee to grant RSUs and SARs that provide the recipient with the right to receive cash, Common Shares or a combination of the two. The amount that the recipient will receive upon settlement of an RSU is a the full value of Common Shares, and the amount that the recipient will receive upon exercise of the SAR generally will equal the excess of the fair market value of a share of Common Shares on the date of exercise over the share’s fair market value on the date of grant (the “initial value”) multiplied by the number of shares for which the SAR is exercised. SARs will become exercisable in accordance with terms prescribed by the Compensation Committee. RSUs and SARs may be granted in tandem with an option grant or independently from an option grant. The term of a SAR cannot exceed ten years from the date of grant or five years in the case of a SAR granted in tandem with an incentive stock option awarded to a “ten percent shareholder.” Except in the case of stock splits, stock dividends and other changes in our capitalization, the initial value of an outstanding SAR cannot be reduced without the approval of shareholders.

Performance Shares and Performance Share Units. The 2026 Plan also authorizes the Compensation Committee to grant performance shares and performance share units, which represent the participant’s right to receive an amount, based on the value of the Common Shares, if performance goals or other objectives established by the Compensation Committee are achieved. The Compensation Committee will determine the applicable performance period, the performance goals or other objectives and such other conditions that apply to performance shares and performance share units. Performance goals may be stated with respect to the performance criteria described below or such other criteria determined by the Compensation Committee. If the performance goals are met, performance shares will be settled in shares and performance share units will be paid in cash, Common Shares or a combination thereof.

Other Share-Based Awards. The 2026 Plan also authorizes the Compensation Committee to choose to grant other awards not specifically described in the 2026 Plan that are valued in whole or in part by reference to, or are otherwise based on, Common Shares. The Compensation Committee has authority to determine all conditions of the Other Share-Based Awards, including any dividend or distribution rights and whether the award should be paid in cash.

Change in Control

The awards under the 2026 Plan are subject to double-trigger vesting upon a change in control, which means that if the successor corporation assumes the outstanding awards upon a change in control, then vesting of the assumed awards will fully accelerate with performance awards vesting at target levels only if the participant’s employment or service with the successor is terminated by the successor without Cause (as defined in the 2026 Plan) during the 24 month period following the date of the change in control. If the successor fails to assume outstanding awards, then the vesting of such awards shall become fully accelerated.

Amendment; Termination

The 2026 Plan may be amended or terminated at any time by the Board; provided that no amendment may adversely impair the benefits of participants under outstanding awards. Our shareholders must approve any amendment if such approval is required under applicable law or stock exchange requirements (including the repricing of outstanding options and SARs). Our shareholders also must approve any amendment that materially increases the benefits accruing to participants under the 2026 Plan, or materially modifies the requirements as to eligibility for participation in the 2026 Plan. Unless terminated sooner by the Board or extended with shareholder approval, the 2026 Plan will terminate on the tenth (10th) anniversary of the effective date.

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U.S. Federal Tax Consequences

Counsel advised us regarding the U.S. federal income tax consequences of the 2026 Plan. No income is recognized by a participant at the time an option or SAR is granted. If the option is an incentive stock option, no income will be recognized upon the participant’s exercise of the incentive stock option. Income is recognized by a participant when he or she disposes of shares acquired under an incentive stock option. The exercise of a nonqualified stock option or an SAR generally is a taxable event that requires the participant to recognize, as ordinary income, the difference between the shares’ fair market value and the option price or the amount paid in settlement of the SAR.

Income is recognized on account of the grant of a stock award when the shares subject to the award first become transferable or are no longer subject to a substantial risk of forfeiture. At that time the participant recognizes ordinary income equal to the fair market value of the Common Shares, less any amount paid by the participant for the common stock.

No income is recognized upon the grant of performance share units. Income will be recognized on the date that payment is made under the performance share units in an amount equal to the amount paid in settlement of the performance share units.

The employer (either the Company or its affiliate) generally will be entitled to claim a federal income tax deduction on account of the exercise of a nonqualified stock option or SAR, the vesting of a stock award and the settlement of performance stock units, though no deductibility can be guaranteed. The amount of the deduction, if any, is generally equal to the ordinary income recognized by the participant. The employer will not be entitled to a federal income tax deduction on account of the grant or exercise of an incentive stock option but may claim a federal income tax deduction on account of certain dispositions of shares acquired under an incentive stock option.

Canadian Federal Tax Consequences

Counsel advised us regarding the Canadian federal income tax consequences of the 2026 Plan. No income is recognized by a participant at the time the option is granted. The exercise of a stock option is generally a taxable event that requires the participant to recognize, as employment income, the difference between the shares’ fair market value and the option exercise price. Provided certain conditions are met, including the exercise price of the option at the time of grant being equal to the fair market value of the underlying shares, a one-half (1/2) deduction of such income inclusion may be available.

Income is recognized on account of the grant of a restricted share award when the shares subject to the award are issued to a participant. At that time the participant recognizes an income inclusion equal to the fair market value of the common shares issued, potentially subject to a discount for the restrictions on the shares, less any amount paid by the participant for the common stock.

Provided payment is made within three (3) following the end of the year in which the award is granted, no income is recognized upon the grant of performance share units or SARs. Income will be recognized on the date that payment is made under the performance share units or SARS in an amount equal to the amount paid in settlement of the performance share units or SARS.

The employer (either the Company or its affiliate) will generally not be entitled to a Canadian federal income tax deduction on account of the grant or exercise of a stock option.

New 2026 Plan Benefits

No benefits or amounts have been granted, awarded or received under the 2026 Plan. All awards under the 2026 Plan are discretionary and no awards are determinable at this time.

The Board of Directors unanimously recommends a vote “FOR” the approval of the 2026 Equity Incentive Plan.

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ITEM 4

RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS

Under the rules and regulations of the SEC and Nasdaq, the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. In addition, the Audit Committee considers the independence of our independent auditors and participates in the selection of the independent auditor’s lead engagement partner. The Audit Committee of our Board has recommended that PricewaterhouseCoopers LLP (“PwC”) be appointed as our independent registered public accounting firm for the fiscal year ending December 31, 2026, and that the remuneration of PwC for such year be fixed by our directors.

At the Annual Meeting, or any adjournment or postponement thereof, shareholders will be asked to ratify the appointment of PwC to serve as our independent registered public accounting firm until the next annual meeting of shareholders at a remuneration to be fixed by the Board. PwC has been our independent registered public accounting firm since 2021. Unless otherwise instructed, the proxies given pursuant to this solicitation will be voted for the ratification of the appointment of PwC as the auditor of the Company for the ensuing year at a remuneration to be fixed by the Directors.

The Board of Directors recommends a vote “FOR” ratification of the appointment of PwC as our independent auditors for the fiscal year ending December 31, 2026.

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AUDITORS

Representatives of PwC are expected to participate in the Annual Meeting and will have an opportunity to make a statement and to respond to appropriate questions from shareholders.

Fee Information

Fees were paid in U.S. dollars to PwC for the years ended December 31, 2025 and 2024. The table below discloses the fees for professional services provided by PwC in each of the last two fiscal years.

	2025			2024
Audit Fees(1)		$	757,521		$	676,300
Audit-Related Fees(2)			—			—
Tax Fees(3)			—			—
All Other Fees(4)		$	2,000		$	2,000
Total		$	759,521		$	678,300

(1)

Audit fees include the aggregate fees for the audit of, as applicable, our annual consolidated financial statements and the reviews of each of the quarterly consolidated financial statements to be included in our Forms 10-Q. The audit fees billed in 2024 included comfort letter services for the Company’s registered offering of Common Shares and at-the-market equity offering program, and services related to a required government audit connected to the Department of Defense funding. The audit fees billed in 2025 included comfort letter services for the Company’s registered offerings of Common Shares, consents for Registration Statements, and services related to a required government audit connected to the Department of Defense funding.

(2)

Audit-related fees include accounting advisory services related to the accounting treatment of transactions or events, including acquisitions, and to the adoption of new accounting standards, as well as additional procedures related to accounting records performed to comply with regulatory reporting requirements and to provide certain attest reports.

(3)

Tax fees include tax compliance services and assistance with federal and provincial tax-related matters for certain international entities.

(4)

All other fees were for accounting disclosure checklist and GAAP research software licenses.

Pre-Approval Policies and Procedures

All, or one hundred percent, of the fees described above were approved by the Audit Committee. The Audit Committee is responsible for overseeing the audit fee negotiations associated with the retention of PwC to perform the audit of our annual consolidated financial statements. The Audit Committee has adopted a pre-approval policy under which the Audit Committee approves in advance all audit and non-audit services to be performed by our independent auditors. As part of its pre-approval policy, the Audit Committee considers whether the provision of any proposed non-audit services is consistent with the SEC’s rules on auditor independence. In accordance with the pre-approval policy, the Audit Committee has pre-approved certain specified audit and non-audit services to be provided by PwC if they are initiated within 18 months after the date of the pre-approval (or within such other period from the date of pre-approval as may be provided). If there are any additional services to be provided, a request for pre-approval must be submitted by management to the Audit Committee for its consideration under the policy. Finally, in accordance with the pre-approval policy, the Audit Committee has delegated pre-approval authority to each of its members. Any member who exercises this authority must report any pre-approval decisions to the Audit Committee at its next meeting.

Audit Committee Report

The Audit Committee is composed solely of independent directors meeting the applicable requirements of the Nasdaq rules. The Audit Committee reviews the Company’s financial reporting process on behalf of the Board.

Management has the primary responsibility for establishing and maintaining adequate internal control over financial reporting, for preparing the financial statements, and for the reporting process. The Audit Committee members do not serve as professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public

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accounting firm. The Company’s independent auditors are engaged to audit and report on the conformity of the Company’s financial statements to accounting principles generally accepted in the United States.

In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, 2025 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with PricewaterhouseCoopers LLP, the Company’s independent auditors, the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence.

Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the Securities and Exchange Commission.

The Audit Committee

Robert Dean
Laura Dove
Jeffrey Malmen
Alexander Sternhell

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BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth certain information regarding the beneficial ownership of our Common Shares as of April 8, 2026 (except as otherwise indicated) by (i) each person or entity known by us to beneficially own more than 5% of our Common Shares, (ii) each director, (iii) each executive officer for whom compensation information is given in the Summary Compensation Table in this Proxy Statement, and (iv) all directors and executive officers as a group. Except as otherwise indicated, and subject to any interests of the reporting person’s spouse, we believe that the beneficial owners of Common Shares listed below, based on information furnished by such owners, have sole voting and investment power with respect to such shares. As of April 8, 2026, we had 125,093,670 Common Shares outstanding.

Name of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership

Percent
of Class

Named Executive Officers

Jonathan Cherry(1)

44,895

Mark Murchison

4,000

Mckinsey Lyon(1)

142,329

Jessica Largent(2)

SEC Form DEF 14A filed by Perpetua Resources Corp.