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Statements concerning mineral resource and mineral reserve estimates may also be deemed to constitute forward-looking information to the extent that such statements involve estimates of the mineralization that may be encountered if a property is developed.

With respect to forward-looking information contained herein, the Company has applied several material factors or assumptions including, but not limited to, certain assumptions as to production rates, operating cost, recovery and metal costs; that any additional financing needed will be available when needed on reasonable terms; the exchange rates for the U.S. and Canadian currencies will be consistent with the Company’s expectations; that the current exploration, development, environmental and other objectives concerning the Company’s Stibnite Gold Project (the “Project” or “Stibnite Gold Project”) can be achieved and that the Company’s other corporate activities will proceed as expected; that the formal review process under the National Environmental Policy Act (“NEPA”) (including a joint review process involving the United States Forest Service (“USFS” or “Forest Service”), the State of Idaho and other agencies and regulatory bodies) as well as the public comment period and environmental impact statements will proceed in a timely manner and as expected; that the progression of the litigation involving the Nez Perce Tribe will proceed in a timely manner and as expected; that the current price and demand for gold and other metals will be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner and that all necessary governmental approvals for the planned exploration, development and environmental protection activities on the Project will be obtained in a timely manner and on acceptable terms; and that the continuity of economic and political conditions and operations of the Company will be sustained.

These risks are not exhaustive. Because of these risks and other uncertainties, our actual results, performance or achievement, or industry results, may be materially different from the anticipated or estimated results discussed in the forward-looking statements in this Annual Report. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the effects of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. Our past results of operations are not necessarily indicative of our future results. You should not rely on any forward-looking statements, which represent our beliefs, assumptions and estimates only as of the dates on which they were made, as predictions of future events. We undertake no obligation to update these forward-looking statements, even though circumstances may change in the future, except as required under applicable securities laws. We qualify all of our forward-looking statements by these cautionary statements.

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GLOSSARY OF TECHNICAL TERMS

Conversion Factors

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The following is a glossary of certain terms used in this Annual Report:

Assay means, in economic geology, to analyze the proportions of metal in a rock or overburden sample; to test an ore or mineral for composition, purity, weight or other properties of commercial interest.

CERCLA means Comprehensive Environmental Response, Compensation, and Liability Act, referenced informally as “Superfund.”

CIM means the Canadian Institute of Mining, Metallurgy and Petroleum.

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All disclosure contained in this Annual Report regarding the mineral reserves and mineral resource estimates and economic analysis on the property is fully qualified by the full disclosure contained in the 2020 Feasibility Study and the TRS.

Information of a scientific or technical nature in this Annual Report has been approved by Christopher Dail, AIPG CPG #10596, Exploration Manager for Perpetua Resources Idaho, Inc. and a qualified person (as defined in NI 43-101 and as defined in S-K 1300).

See also “Cautionary Note Regarding Forward-Looking Statements.”

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Voluntary early cleanup actions can be undertaken pursuant to settlement agreements under CERCLA. We have entered into thean ASAOC with the U.S. EPA and the United States Department of Agriculture to conduct a number of timelytime critical removal actions focused on improving water quality in several areas of the site.

Protection of Species and Habitat

Our operations are subject to several environmental regulations and guidelines regarding various protected species and their habitats and include the federal Endangered Species Act, the Migratory Bird Treaty Act, and the Bald and Golden Eagle Protection Act, alongside similar state laws. These laws impose significant civil and criminal penalties for violations, including injunctions limiting or otherwise prohibiting operations in certain areas where protected species or their habitat is located. The imposition of such restrictions, such as seasonal limitations, may result in additional costs and delays and could impact the feasibility of our project.Project.

Clean Water Act

The Clean Water Act (“CWA”) and other similar federal and state laws and regulations may require us to obtain permits for water discharges or take mitigation actions with respect to loss of wetlands. Additionally, such regulations require us to implement a variety of best management practices to ensure that water quality is protected and the impacts of our operations on water quality are minimized. The CWA and analogous laws and regulations provide for administrative, civil and criminal penalties for unauthorized discharges of pollutants in reportable quantities and may impose substantial potential liability for the costs of addressing such discharges.

Mine and Safety Health Administration

Mining operations are regulated by the U.S. Department of Labor’s Mine and Safety Health Administration (“MSHA”) which carries out the provisions of the Federal Mine Safety and Health Act of 1977, as amended by the Mine Improvement and New Emergency Response Act of 2006. MSHA enforces the health and safety rules for all U.S, mines and includes mine inspections regarding compliance with applicable laws and regulations. MSHA has the ability to issue citations and orders and assess penalties for health and safety violations.

District Exploration

No exploration drilling was completed during the reporting period. Activities during the reporting period focused on studies to support permitting and design, engineering and environmental studies to support the ongoing activities related to the ASAOC.

Employees

At December 31, 2021,2022, the Corporation had 3129 full time employees and 1 part time employee. 2927 employees were directly related to the mineral development activities of the Stibnite Gold Project and the remaining 3 employees were focused on executive management and administrative support of the Corporation. A total of 2824 employees were employed in Idaho; however, in 2021,2022, most of the Perpetua Resources team continued working remotely, when possible, to support a safer workplace during the COVID-19 pandemic.possible. The Corporation also contracts out certain activities with specific skills to assist with various aspects of the Project.

Competition

The gold exploration and mining business is a competitive business. The Corporation competes with numerous other companies possessing greater financial and technical research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties. In addition, we also encounter competition for the hiring of key personnel. This competition could adversely impact our ability to advance the Project, acquire suitable prospects for exploration in the future on terms we consider acceptable, attract necessary capital funding or acquire an interest in additional properties.

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We will continue to be an emerging growth company until the earliest of:

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Risks Related to Our Business

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

The Project is not in production or currently under construction, and we have no ongoing mining operations or revenue from mining operations. Mineral exploration and development has a high degree of risk and few properties that are explored are ultimately

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Our operations, including permitting, may be subject to legal challenges which could result in adverse impacts to our business and financial condition.

Our mining, exploration, and development operations, and the permits required for such activities, may be subject to legal challenges at the international, federal, state, and local level by various parties. Such legal challenges may allege non-compliance with laws and regulations. For example, in August 2019, the Nez Perce Tribe filed a complaint in the United States District Court for the District of Idaho alleging our operations violated the Clean Water ActCWA and seeking declaratory and injunctive relief. Following the entryexecution of anthe voluntary ASAOC with the U.S. EPA and the United States Department of Agriculture, the partiesCorporation and the Nez Perce Tribe agreed to stay the litigation and explore alternative dispute resolution.resolution through court-ordered mediation. Legal challenges such as this may result in adverse impacts to our planned operations such as increased defense costs, the performance of additional mitigation, or remedial activities, or significant delays to our Project. We may also be subject to more localized opposition, including efforts by environmental groups, which could attract negative publicity or have an adverse impact on our reputation.

Additionally, our Project is located in a district with significant impacts from legacy mining operations prior to our acquisition of and tenure at the sites. Pursuant to CERCLA, we may be subject to liability and remediation responsibilities as current owners of certain areas of the sites under applicable law, consent decrees or similar agreements.

The implementation of the Administrative Settlement Agreement and Order on Consent may be costly, time and resource intensive, and result in adverse impacts on our planned operations.

The ASAOC with the U.S. EPA and the United States Department of Agriculture requires us to undertake numerous actions over the next several years and pay associated costs for future response activities pursuant to CERCLA. Such actions include site characterization reports, the development of health and safety plans, removal projects, bank stabilization, investigations of underlying baseline conditions, and feasibility evaluations, to name only a few. These actions require us to implement stringent schedules including meetings and approvals from key stakeholders, such as the U.S. EPA and the United States Forest Service, as well as requiring contractor procurement, site preparation, and construction. The implementation of the ASAOC, and the potential for significant deviations and changes to our projected schedules and plans, may result in increased costs and expenditures, thus affecting the feasibility of our projectProject moving forward. Additionally, compliance with the ASAOC will be time intensive and resource intensive and may lead to adverse impacts upon on our operations, our financial condition, and our business overall.

Our operations are subject to climate change risks.

Climate change may result in various and presently unknown physical risks, such as the increased frequency or intensity of extreme weather events or changes in meteorological and hydrological patterns that could adversely impact our business. Such physical risks may result in damage to our facilities causing our operations to temporarily slow down or come to a stop. Moreover, the physical risks associated with climate change could have financial implications for our business, such as increased capital or operating costs, and additional expenditures to maintain or increase the resiliency of our facilities and implement contingency measures.

Increasing attention to ESG matters and conservation measures may adversely impact our business.

Increasing attention to, and societal expectations on companies to address, climate change and other environmental and social impacts and investor and societal expectations regarding voluntary ESG disclosures may result in increased costs and reduced access to capital. While we may announce various voluntary ESG targets in the future, due to our status as a development stage company, such targets are aspirational. Also, we may not be able to meet such targets in the manner or on such a timeline as initially contemplated, including, but not limited to, as a result of unforeseen costs or technical difficulties associated with achieving such results.

In addition, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters. Unfavorable ESG ratings could lead to increased negative investor sentiment toward us and could impact our access to and costs of capital. Additionally, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely impact our business.

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Certain Perpetua Resources directors and officers also serve as officers and/or directors of other mining companies, which may give rise to conflicts.

Certain Perpetua Resources directors and officers are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. Directors and officers of the Corporation with conflicts of interest are subject to and are required to follow the procedures set out in applicable corporate and securities legislation, regulations, rules and the Corporation’s policies.

Perpetua Resources’ business involves risks for which Perpetua Resources may not be adequately insured, if it is insured at all.

In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks. Perpetua Resources does not currently have insurance against all such risks and may decide not to take out insurance against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Perpetua Resources.

Additionally, the Corporation is not insured against most environmental risks. Insurance against all environmental risks (including potential liability for pollution or other hazards as a result of the disposal of waste products by third parties occurring as part of historic exploration and production) has not been generally available to companies within the industry. The Corporation periodically evaluates the cost and coverage of the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance. Without such insurance, or with limited amounts of such insurance, and ifshould the Corporation becomesbecome subject to environmental liabilities, the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Corporation has to pay such liabilities and could result in bankruptcy. Should the Corporation be unable to fully fund the remedial cost of an environmental problem, it might be required to enter into costly interim compliance measures pending completion of the required remedy.

A shortage of supplies and equipment, or the inability to obtain such supplies and equipment when needed and at expected prices, could adversely affect Perpetua Resources’ ability to operate its business.

Perpetua Resources is dependent on various supplies and equipment to carry out its activities. The shortage of such supplies, equipment and parts, or the inability to obtain such supplies and equipment when needed, whether as a result of inflated costs, supply chain disruptions or other reasons, could have a material adverse effect on Perpetua Resources’ ability to carry out its activities and therefore have a material adverse effect on the cost of doing business.

Risks Related to Our Industry

Resource exploration and development is a high risk, speculative business.

Resource exploration and development is a speculative business, characterized by a high number of failures. Substantial expenditures are required to discover new deposits and to develop the infrastructure, mining and processing facilities at any site chosen for mining. Resource exploration and development also involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate. Few properties that are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities of ore will be discovered on any of Perpetua Resources’the Corporation’s exploration properties. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production, that it will be profitable. The discovery of mineral deposits is dependent upon a number of factors, including the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit is also dependent upon, among a number of other factors, its size, grade, proximity to infrastructure, current metal prices, and government regulations, including regulations relating to required permits, royalties, allowable production, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but any one of these factors, or the combination of any of these factors, may prevent Perpetua Resources from receiving an adequate return on invested capital. In addition, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced. Some ore reserves may become unprofitable to develop if there are unfavourable long-term market price fluctuations in gold or other metals, or if there are significant increases in operating or capital costs. Most of the above factors are beyond

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Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Perpetua Resources’ control and any one of which may have an adverse effect on its financial condition and operations.

The Project, and any future operations in which Perpetua Resources has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies and mining in general. Environmental hazards, unusual or unexpected geological operating conditions, such as rock bursts, structural cave-ins and landslides, fires, earthquakes and flooding, power outages, labor disruptions, industrial accidents such as explosions, unexpected mining dilution, metallurgical and other processing issues, metal losses and periodic interruptions due to inclement or hazardous weather conditions, and the inability to obtain suitable or adequate machinery, equipment or labor, are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines. If any of these events were to occur, they could cause injury or loss of life, environmental damage, operational delays, monetary losses and/or severe damage to or destruction of mineral properties, production facilities or other properties. As a result, Perpetua Resources could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations. In addition, Perpetua Resources may have to make expensive repairs and could be subject to legal liability as an outcome of regulatory enforcement. The occurrence of any of these operating risks and hazards may have an adverse effect on Perpetua Resources’ financial condition and operations, and correspondingly on the value and price of Perpetua Resources’ common shares.

Perpetua Resources may not be able to obtain insurance to cover these risks at affordable premiums or at all. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of operations or other mining activities, is not generally available to Perpetua Resources or to other companies within the mining industry. Perpetua Resources may suffer a materially adverse effect on its business if it incurs losses related to any significant events that are not covered by its insurance policies. Please also see, among other things, the risk factor found under the subheading “Perpetua Resources’ business involves risks for which Perpetua Resources may not be adequately insured, if it is insured at all” above.

Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future commercial production.

The commercial feasibility of the Project and Perpetua Resources’ ability to arrange funding to conduct its planned exploration projects is dependent on, among other things, the price of gold, silver, antimony and other potential by-products. Depending on the price to be received for any minerals produced, Perpetua Resources may determine that it is impractical to commence or continue commercial production. A reduction in the price of gold, silver, antimony or other potential by-products may prevent the Project from being economically mined or result in the write-off of assets whose value is impaired as a result of low precious metals prices.

Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold and other potential by-products or interests related thereto. The prices of these commodities fluctuate and are affected by numerous factors beyond Perpetua Resources’ control, including, among others:

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While the price of gold has recently been strong, there can be no assurance that gold prices will remain at such levels or be such that the Project, and any future operations in which Perpetua Resources has a direct or indirect interest, will be mined at a profit. Some credible industry experts are predicting that gold will continue to increase in price during 20222023 and the next several years. However, other credible industry experts expect that the price of gold has generally peaked during the recent pandemic and resulting economic crisis, and that as economies slowly recover over the next few years, the price of gold will decrease and be worth much less per ounce than it is today.

Rising metal prices encourage mining exploration, development, and construction activity, which in the past has increased demand for and cost of contract mining services and equipment.

Increases in metal prices tend to encourage increases in mining exploration, development, and construction activities. During past expansions, demand for and the cost of contract exploration, development and construction services and equipment have increased as well. Increased demand for and cost of services and equipment could cause project costs to increase materially, resulting in delays if services or equipment cannot be obtained in a timely manner due to inadequate availability, and increased potential for scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment, any of which could materially increase project exploration, development, or construction costs, result in project delays, or both. There can be no assurance that increased costs may not adversely affect the exploration and/or development of our mineral properties in the future.

Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

Many industries, including the precious metal mining industry, are impacted by global market conditions. Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, changes in interest rates and tax rates may adversely affect Perpetua Resources’the Corporation’s growth and profitability potential. Specifically:

Longstanding legal certainty about aspects of the 1872 Mining Law is being challenged in Federal Court.

A changing legal environment and court rulings related to the use of unpatented lode mining claims now being reviewed in federal courts may cause the CompanyCorporation to make modifications to its current claims management program and strategy.

On July 31, 2019, the U.S. District Court for the District of Arizona issued a decision vacating the Forest Service’s approval of the plan of operations for the proposed Rosemont Mine. See Center for Biological Diversity et al. v. United States Fish and Wildlife Service et al. The court found that the Forest Service erred when it applied its surface management regulations to approve the proposed mine’s tailings storage facility and waste rock dumps on National Forest lands. According to the District Court, the agency should have considered those facilities under its special use permit regulations. The Forest Service made that error, according to the court, because it did not confirm under the Mining Law that the unpatented mining claims under the ancillary facilities were “valid,” as defined by the court. According to the District Court’s reasoning, only activities on “valid” claims are regulated under the Forest Service mining regulations and ancillary facilities require a special use permit.

The decision was appealed and on May 12, 2022, the Ninth Circuit remanded the case back to the Forest Service for such further proceedings as it deems appropriate, including application of 36 CFR 228 subpart A to Rosemont’s plan of operation, guided by the Court’s ruling that Section 612 of the Surface Resources and Multiple Use Act of 1955 grants no rights beyond those granted by the

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Notwithstanding the above, we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have either: (i) a public float of less than $250 million, or (ii) annual revenues of less than $100 million during the most recently completed fiscal year and: (A) no public float, or (B) a public float of less than $700 million. In the event that we are still considered a “smaller reporting company,” at such time we cease being an “emerging growth company,” the disclosure we will be required to provide in our SEC filings will increase but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

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Because of these disclosure exemptions, some investors may find our common shares less attractive, which may result in a less active trading market for our common shares, and our share price may be more volatile.

Provisions in the Company’s corporate charter documents and Canadian law could make an acquisition of the Company, which may be beneficial to its shareholders, more difficult and may prevent attempts by the shareholders to replace or remove the Company’s current management and/or limit the market price of the Common Shares.

We are governed by the Business Corporations Act (British Columbia) (“BCBCA”) and other relevant laws. Provisions in Perpetua Resources’ articles, as well as certain provisions under the BCBCA and Competition Act (Canada) may discourage, delay or prevent a merger, acquisition or other change in control of Perpetua Resources that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their Common Shares. These provisions could also limit the price that investors might be willing to pay in the future for Perpetua Resources’ Common Shares, thereby depressing the market price of Perpetua Resources’ Common Shares.

The Competition Act (Canada) permits the Commissioner of Competition of Canada, or(the “Commissioner”), to review any acquisition of a significant interest in Perpetua Resources. This legislation grants the Commissioner jurisdiction to challenge such an acquisition before the Canadian Competition Tribunal if the Commissioner believes that it would, or would be likely to, result in a substantial lessening or prevention of competition in any market in Canada. The Investment Canada Act subjects an acquisition of control of a company by a non-Canadian to government review if the value of the Company’sCorporation’s assets, as calculated pursuant to the legislation, exceeds a threshold amount. A reviewable acquisition may not proceed unless the relevant minister is satisfied that the investment is likely to result in a net benefit to Canada. Any of the foregoing could prevent or delay a change of control and may deprive or limit strategic opportunities for our shareholders to sell their shares.

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Because we are a corporation incorporated in British Columbia and some of our directors and officers may reside, now or in the future, in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States. Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers that reside outside of Canada.

The CompanyCorporation is a corporation existing under the BCBCA. Some of the directors and officers named in this Annual Report may reside, now or in the future, in Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be located outside the United States. As a result, it may be difficult for United States investors to effect service of process within the United States upon the CompanyCorporation or experts who are not residents of the United States or to enforce judgments of courts of the United States predicated upon the Company’sCorporation’s civil liability and the civil liability of its experts under the United States federal securities laws.

Similarly, some of our experts, directors and officers reside outside of Canada or, in the case of companies, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction, or resides outside of Canada, even if the party has appointed an agent for service of process.

Perpetua Resources has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

Since incorporation, neither Perpetua Resources nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Corporation does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration programs.

Perpetua Resources will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Perpetua Resources’ operations would be adversely affected.

Perpetua Resources has limited financial resources and has financed its activities primarily through the sale of Perpetua Resources’ securities, such as common shares and convertible notes. Perpetua Resources expects that it will need to continue its reliance on the sale of its securities for future financing, including that required to complete the permitting process or begin construction, resulting in dilution to existing shareholders.

Future sales of Perpetua Resources’ common shares into the public market by holders of Perpetua Resources options and warrants may lower the market price, which may result in losses to Perpetua Resources’ shareholders.

Sales of substantial amounts of Perpetua Resources’ common shares into the public market by shareholders, Perpetua Resources’ officers or directors or pursuant to the exercise of options or warrants, or even the perception by the market that such sales may occur, may lower the market price of the Corporation’s common shares.

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

Paulson & Co. Inc. (“Paulson”) holds in the aggregate 39.3% of the outstanding shares in Perpetua as of March 11, 2022.7, 2023. Accordingly, Paulson will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, and the sale of all or substantially all of our assets and other significant corporate actions. Unless full participation of all shareholders takes place in such shareholder meetings, Paulson may be able to approve such matters itself. The concentration of ownership of the common shares by Paulson may: (i) delay or deter a change of

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

We are subject to taxation both in Canada and the United States, and shareholders may be subject to Canadian and U.S. withholding and certain other taxes.

We are treated as a Canadian resident company (as defined in the Income Tax Act (Canada)) subject to Canadian income tax. We are also treated as a U.S. corporation subject to U.S. federal income tax on our worldwide income pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are subject to taxation both in Canada and the United States, which could have a material adverse effect on our financial condition and results of operations.

It is unlikely that we will pay any dividends on our common shares in the foreseeable future. However, if we decide to pay any dividends, dividends received by shareholders who are not “United States persons” (within the meaning of the Code) will be subject to U.S. withholding tax. Shareholders who are residents of Canada (for purposes of the Income Tax Act (Canada)) may not qualify for a reduced rate of withholding tax under the United States-Canada income tax treaty. In addition, a foreign tax credit or a deduction in respect of any U.S. federal withholding tax may not be available under Canadian law.

Dividends received by shareholders who are not residents of Canada will be subject to Canadian withholding tax. Shareholders who are United States persons may not qualify for a reduced rate of withholding tax under the United States-Canada income tax treaty. Dividends paid by us will be characterized as U.S.-source income for purposes of the foreign tax credit rules under the Code. Accordingly, United States persons generally will not be able to claim a credit for any Canadian tax withheld on dividends unless, depending on the circumstances, they have an excess foreign tax credit limitation due to other foreign-source income of the same category that is subject to a low or zero rate of foreign tax.

Dividends received by shareholders who are neither United States persons nor residents of Canada will be subject to U.S. and Canadian withholding taxes. These dividends may not qualify for a reduced rate of withholding tax under any income tax treaty.

We believe we currently are, and anticipate remaining, a “United States real property holding corporation” (within the meaning of the Code) on account of owning substantial U.S. real property interests. As a result, a shareholder who is not a United States person generally will be subject to U.S. tax on any gain recognized on a sale or other disposition of our common shares if that shareholder owned (or is treated as having owned) more than 5% of our common shares within five years of the date of the sale or other disposition, or our common shares are not treated as “regularly traded on an established securities market” (within the meaning of U.S. Treasury regulations). In addition, if our common shares are not treated as regularly traded on an established securities market, a 15% U.S. withholding tax generally would apply to the gross proceeds from a sale or other disposition of our common shares by any shareholder who is not a United States person, which withholding can be credited against the applicable tax liability (described in the preceding sentence) on any gain recognized.

Because our common shares are treated as shares of a U.S. corporation, the U.S. gift, estate and generation-skipping transfer tax rules may be relevant to shareholders who are not United States persons.

Each shareholder should seek tax advice, based on the shareholder’s particular circumstances, from an independent tax advisor.

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However, for as long as we are an emerging growth company, or a smaller reporting company that is a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b). At such time this attestation will be required, our independent registered public accounting firm may issue a report that is adverse in the event the independent registered public accounting firm concludes that there is one or more material weaknesses in the effectiveness of our internal control over financial reporting. Our remediation efforts may not enable us to avoid a material weakness in the future. We may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff.

If we are unable to assert that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls to the extent required, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

If securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock is influenced by the research and reports that securities or industry analysts publish about us or our business. If analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business model or our stock performance, or if our results of operations fail to meet the expectations of analysts, the price of our common stock would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn might cause the price of our common stock and trading volume to decline.

A cyberSystem security incidentvulnerabilities, data breaches, and cyber-attacks could compromise proprietary or otherwise sensitive information or disrupt operations, which could adversely affect Perpetua Resources’ ability to operate its business.business, reputation, and stock price.

Information systems and other technologies, including those related to the Corporation’s financial and operational management, and its technical and environmental data, are an integral part of the Corporation’s business activities. Network and information systems related events, such as phishing attacks, computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, lost or misplaced data, programming errors, scams, burglary, human error, misdirected wire transfers, other malicious activities or any combination of the foregoing orforegoing. We may also be adversely affected by power outages, natural disasters, terrorist attacks, or other similar events which could result in damages to the Corporation’s property, equipment and data. These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future.

We have experienced cybersecurity incidents but have not suffered any material adverse impacts to our business and operations as a result of such incidents. No security measure is infallible. Our facilities and systems, and those of our third-party service providers, have been and are vulnerable to adverse events. We may also identify previously undiscovered instances of security breaches or bad actors with present access to our systems.

Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Corporation’s information technology systems including personnel and other data that could damage its reputation, trigger reporting or other requirements under material contracts and require the Corporation to expend significant capital and other resources to remedy any such security breach. Insurance held by the Corporation may mitigate losses, however, in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate the Corporation for any disruptions to its business that may result.result, including loss or disruption of a material contract resulting from such breach. Insurance coverage may also be entirely unavailable. The occurrence of any such events or security breaches could have a material adverse effect

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In response to the COVID-19 pandemic, Perpetua Resources has implemented precautionary measures and management practices at its corporate offices, including introducing a “work from home” policy at its offices, limiting visits, reducing travel for its personnel, transitioning to virtual meetings where feasible and ensuring proper protocols around sanitation and social distancing. There can be no assurance that the Company’sCorporation’s personnel will not be impacted by these epidemic/pandemic diseases and ultimately see its workforce productivity reduced and incur increased medical costs or insurance premiums due to these health risks.

The Corporation’s management will continue to monitor the situation regarding COVID-19 and may take actions under best management practices that alter the Corporation’s business operations as may be required by federal, state or local authorities, or that management determines are in the best interests of the Corporation’s employees, suppliers, shareholders and other stakeholders. Such alterations or modifications could cause substantial interruption to the Corporation’s business, any of which could have a material adverse effect on, among other things, the Corporation’s operations or financial results. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Corporation’s business, affairs, operations, financial condition (including the Corporation’s ability to raise funds), liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be accurately predicted,predicted.

Inflation could adversely impact our ability to control our costs, including new information which may emerge concerningour operating expenses and capital costs.

The U.S. inflation rate has been steadily increasing since 2021 and throughout much of 2022. Such inflationary pressures have resulted from supply chain disruptions caused by the severity ofCOVID pandemic, increased demand, labor shortages and other factors, including the conflict between Russia and the actions requiredUkraine which began in late February 2022. Similar to containother companies in our industry, we have experienced inflationary pressures on our operating costs - namely inflationary pressures have resulted in increases to the COVID-19 pandemic or remedy its impact, among others. It continuescosts of our goods, services and personnel, which in turn, have caused our expenditures to be difficultrise. Although inflation rates started to predictstabilize in late 2022 and even decrease from the duration and extent of the impact of COVID-19 on the Corporation’s business and operations, bothlevels experienced earlier in the shortyear, we are unable to accurately predict if such inflationary pressures and long-term.contributing factors will continue into 2023. To the extent elevated inflation remains, we may experience further cost increases for our operations, as well as increased labor costs. We cannot predict any future trends in the rate of inflation and a significant increase in inflation, to the extent we are unable to recover higher costs through higher commodity prices and revenues, would negatively impact our business, financial condition and results of operation.

Item 1B. Unresolved Staff Comments

None.

​

Item 2. Properties.

Summary Disclosure

The CompanyCorporation has only one material mining property, the Stibnite Gold Project, a formerly abandoned, brownfield mine site in rural Idaho, USA. We hold the Stibnite Gold Project through our wholly-owned subsidiary Idaho Gold Resources Company, LLC.

The Project consists of mining the Yellow Pine, Hangar Flats and West End deposits using conventional open pit methods, conventional processing methods to extract gold, silver and antimony, and on-site production of gold (“Au”) and silver (“Ag”) doré and an antimony (“Sb”) concentrate. The Project also entails an extensive reclamation and restoration program for historical legacy impacts to the site including the recovery and reprocessing of historical tailings, restoration of fish passage during and after operations, relocation of historical mining wastes to engineered storage facilities, stream restoration, and reforestation of impacted areas. Perpetua Resources’Some environmental work is currently in process under the ASAOC. This work is designed to improve water quality on the Project site and is expected to be

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The TRS was compiled by M3 in compliance with S-K 1300 promulgated by the SEC under the direction of Independent Qualified Persons (as defined in S-K 1300) (“QPs”). QPs for the TRS include: Richard Zimmerman, SME-RM (onsite and offsite infrastructure, cost estimating, mineral processing, financial modeling) with M3; Garth Kirkham, P.Geo. (mineral resources) with Kirkham Geosystems Ltd.; Christopher Martin, C.Eng. (metallurgy) with Blue Coast Metallurgy Ltd.; Grenvil Dunn, C.Eng. (hydrometallurgy) with Hydromet WA (Pty) Ltd.; Scott Rosenthal P.E. (mine planning and mineral reserves) with Value Consulting, Inc.; and Peter Kowalewski, P.E. (tailings storage facility and closure) with Tierra Group International, Ltd.

The 2020 Feasibility Study was compiled by M3 Engineering & Technology Corporation (“M3”) in accordance with NI 43-101 under the direction of independent qualified persons (as defined in NI 43-101) (“Independent QPs”).

Independent QPs for the 2020 Feasibility Study include: Richard Zimmerman, SME-RM (onsite and offsite infrastructure, cost estimating and financial modeling) and Art Ibrado, P.E. (mineral processing) with M3; Garth Kirkham, P.Geo. (mineral resources) with Kirkham Geosystems Ltd.; Christopher Martin, C.Eng. (metallurgy) with Blue Coast Metallurgy Ltd.; Grenvil Dunn, C.Eng. (hydrometallurgy) with Hydromet WA (Pty) Ltd.; Chris Roos, P.E. (mineral reserves) and Scott Rosenthal P.E. (mine planning) with Value Consulting, Inc.; and Peter Kowalewski, P.E. (tailings storage facility and closure) with Tierra Group International, Ltd.

The TRS was filed by the Company on Form 8-K on EDGAR on January 3,June 8, 2022 and is included as Exhibit 96.1 to this Annual Report on SEDAR on January 4, 2022.Form 10-K. The 2020 Feasibility Study was filed on SEDAR on January 28, 2021. See Exhibit 96.1You should read the TRS as part of your review of the information in this Annual Report and “Note Regarding Mining Property Disclosures Rules”.Item 2. Properties.

Certain capitalized terms in this section not otherwise defined have the meanings ascribed to them in the TRS.

Garth Kirkham, P.Geo., an independent Qualified Person, has approved the disclosure concerning mineral reserves and mineral resourcesInformation of a scientific or technical nature in this Annual Report on Form 10-K related to the 2020 Feasibility Studyhas been approved by Christopher Dail, AIPG CPG #10596, Exploration Manager for Perpetua Resources Idaho, Inc. and the TRS.a qualified person (as defined in NI 43-101 and as defined in S-K 1300).

Assumptions

Portions of the information presented in this Annual Report on Form 10-K and the information contained in the TRS rely on a number of estimates and assumptions, including estimates and assumptions which are inherently subject to significant scientific, business, economic and competitive uncertainties and contingencies that could be material should those assumptions be incorrect. These assumptions include, but are not limited to, certain assumptions as to capital costs, production rates, operating costs, recovery and timing of construction and production; assumptions that the current price and demand for gold and other metals will be sustained or will improve; assumptions that the equipment and personnel required for permitting, construction and operations will be available on a continual basis; there are no significant errors in calculations and information used in mineral resource and reserve estimates, there will be no unforeseen delays, unexpected geological or other effects, equipment failures, or significant permitting delays. For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Annual Report on Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the TRS, which is included as an exhibit to and incorporated by reference into, this Annual Report on Form 10-K. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of additional industry and business risks and assumptions.

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TRS Highlights

The Stibnite Gold Project economics, as contemplated in the TRS, are summarized in the table below.

Notes:

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As permitted by S-K 1300, the Company uses different gold prices to prepare its Mineral Resources and Mineral Reserves estimates. The Company selected a conservative gold price of $1,500/oz when estimating Mineral Resources foras compared to the TRS. The Mineral Reservesinformation presented in the TRS were calculated at a gold price of $1,600/oz, which was the three year trailing average gold price used to calculate Mineral Reserves for the 2020 Feasibility Study and which the Company determined was a reasonable and conservative gold price based on market prices at the time that the TRS was prepared.

The Mineral Resource estimates for the Project were estimated in conformity with Committee for Mineral Reserves International Reporting Standards (“CRIRSCO”) “International Reporting Template for the public reporting of Exploration Targets, Exploration Results, Mineral Resources and Mineral Reserves” as adopted by the International Council on Mining & Metals in November 2019. The mineral resources are reported in accordance with S-K 1300.

The Mineral Resource estimates for each of the Hangar Flats, West End and Yellow Pine deposits, and the Historical Tailings, were prepared using commercial mine-modeling and geostatistical software, consider relevant modifying factors, and have been verified by an Independent QP. The consolidated Mineral Resource statement for the Project in metric tonnes (t) is shownmaterial assumptions set forth in the table below based on a gold selling priceTRS are current as of US$1,500/troy ounce limiting pit shell.December 31, 2022.

Mineral Resource Estimates

The following table presents the estimated Indicated and Inferred Mineral Resources for the Project at December 31, 20212022 based on $1,500/oz gold price and are presented exclusive of Mineral Reserves in accordance with S-K 1300. While the 2020 Feasibility Study includes both Measured and IndicatedThere were no changes to Mineral Reserves, all Measured Mineral Reserves presented in the 2020 Feasibility Study were reclassified as Indicated Mineral Reserves in the TRS due to differences in calculation standards under S-K 1300 compared to NI 43-101.Resources since December 31, 2021.

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Consolidated Mineral Resource Statement for the Stibnite Gold Project at December 31, 2021,2022, based on $1,500/oz gold:gold,

​EXCLUSIVE OF RESERVES:

Notes:

(3)	​ The Yellow Pine and Hangar Flats deposits contain zones with substantially elevated antimony-silver mineralization, defined as containing greater than 0.1% antimony, relative to the overall Mineral Resource. The existing Historical Tailings Mineral Resource also contains elevated concentrations of antimony. Antimony Mineral Resources are reported only if they lie within gold Mineral Resource estimates. Antimony Sub-Domains Consolidated Mineral Resource Statement at December 31, 2021 based on $1,500/oz gold: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      ​ ​ ​ Gold  ​ Contained ​ Silver  ​ Contained  ​ Antimony ​ Contained ​ ​ Tonnage  ​ Grade  ​  Gold  ​ Grade ​ Silver ​  Grade  ​  Antimony Classification      (000s)      (g/t)      (000s oz)       (g/t)       (000s oz)      (%)       (000s lbs) Indicated                                    Yellow Pine   9,569   2.27   697   5.33   1,639   0.51   108,306 Hangar Flats   6,771   2.08   453   8.22   1,790   0.57   85,509 Historical Tailings   2,687   1.16   100   2.86   247   0.17   9,817 Total Indicated   19,027   2.04   1,250   6.01   3,677   0.49   203,632 Inferred                                    Yellow Pine   12   1.16   0   2.52   1   0.20   52 Hangar Flats   1,312   2.32   98   15.59   658   1.08   31,274 Historical Tailings   191   1.13   7   2.64   16   0.16   662 Total Inferred   1,515   2.16   105   13.86   675   0.96   31,988 Notes: (1) Antimony mineral resources are reported as a subsetin place (point of the total mineral resource within the conceptual pit shells used to constrain the total mineral resource in order to demonstrate potential for economic viability; mineralization outside of these pit shells is notreference). 3533 Table of Contents (4) reported as a mineral resource. Mineral Resources areAll numbers have been rounded in above table and may not Mineral Reserves and do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate. (2) Open pit antimony sulfide mineral resources are reported at a cut-off grade 0.1% antimony within the overall 0.40 g/t Au cut-off.sum correctly. ​ Economic Criteria, Assumptions and Pit Optimizations for Mineral Reserves The Mineral Reserve Estimates for the Project were estimated in conformity with CRIRSCO “International Reporting Template for the public reporting of Exploration Targets, Exploration Results, Mineral Resources and Mineral Reserves” and are reported in accordance with S-K 1300. The Mineral Reserve estimates for each of the Yellow Pine, Hangar Flats, and West End deposits, and the Historical Tailings, were prepared to industry standards and best practices and take into consideration modifying factors including mining, processing, metallurgical, environmental, location and infrastructure, market factors, legal, economic, social, and governmental factors. The Mineral Reserve estimates are based on a mine plan and pit design developed using modifying parameters including metal price, metal recovery based on performance of the processing plant, and operating cost estimates. Operating cost estimates and other parameters are described in Section 12 of the TRS. Metallurgical data used to estimate the recovery of gold, silver, antimony (where present) and sulfur from expected processing plant feed material were derived from extensive metallurgical test work on representative materials and pilot plant-scale testing and further described in Section 14 of the TRS. Recoveries include assumptions regarding dilution of in situ material, mining losses and reductions for losses during processing and refining. The Mineral Reserve estimates were developed by allowing only Indicated Mineral Resource blocks to contribute positive economic value and is a subset of the Mineral Resource comprised of the Probable Mineral Reserve that is planned for processing over the life-of-mine plan, with assumptions summarized in Sections 12 and 13 of the TRS. No economic credit has been applied to Inferred mineralization in the development of the Mineral Reserve, even if they lie within the Mineral Reserve pit. The general mine planning sequence to produce the SGP Mineral Reserve estimates and associated mill feed schedule consisted of an ultimate pit limit analysis, pit shell selection, ultimate pit designs, internal pit phase design, mining sequence schedule, and mill feed optimization. A suite of nested pit shells for each deposit was generated using Geovia Whittle™ and a gold selling price ranging from $100 to $2,000 per troy ounce in $50 increments. The pit limit analysis was performed based on gold recovery only, to ensure the ultimate pit geometries would not be dependent on silver or antimony values. Mining costs used for the pit limit analysis are based on a first principles cost buildup for equipment requirements, labor estimates, and consumables price quotes. Selection of the optimal pit shells for each deposit was based on discounted cash flow analysis. For Yellow Pine and West End, the incremental change in discounted pit value (net present value) and strip ratio between potentially optimal pit shells is gradual, and pit shells representing gold selling prices of $1,250/oz and $1,300/oz respectively were selected. For Hangar Flats, the pit limit analysis suggested selecting the $1,150/oz pit shell but, due to additional technical considerations, the $750/oz pit shell was selected. The ultimate pit designs were based on the selected pit shells, design parameters for 150-ton haul trucks, geotechnical design criteria, and additional mine sequencing and haulage considerations. Cut-off determination utilized a NSR methodology to account for varying ore types and separate process streams with unique process costs. The cut-off strategy applies elevated cut-off values to ensure the highest-grade ore available in the mine plan is processed preferentially and lower grade ore is stored in ore stockpiles for processing later in the Project life. Cutoff grades for Mineral Reserves were developed assuming long term metal prices of $1,600/oz gold, $20.00/oz silver, and $3.50/lb antimony for material lying within the pit designs based on the pit shells selected above ($1,250, $750 and $1,300/oz Au for Yellow Pine, Hangar Flats and West End, respectively). This results in a Life-of-Mine (“LOM”) average gold cut-off grade of 0.48 g/t for open-pit mining. As permitted by S-K 1300, the Company uses different gold prices to prepare its Mineral Resources and Mineral Reserves estimates. The Company selected a conservative gold price of $1,500/oz when estimating Mineral Resources for the TRS. The Mineral Reserves in the TRS were calculated at a gold price of $1,600/oz, which was the three year trailing average gold price used to calculate Mineral Reserves for the 2020 Feasibility Study and which the Company determined was a reasonable and conservative gold price based on market prices at the time that the TRS was prepared. 36 Table of Contents Mineral Reserve Estimates The following table presents the estimated Mineral Reserves for the Project at December 31, 20212022 based on $1,600/oz gold price and presented in accordance with S-K 1300. While the 2020 Feasibility Study includes both Proven and ProbableThere were no changes to Mineral Reserves all Proven Mineral Reserves presented in the 2020 Feasibility Study were reclassified as Probable Mineral Reserves in the TRS due to differences in calculation standards under S-K 1300 compared to NI 43-101.since December 31, 2021. Under S-K 1300, a Proven Mineral Reserve is the economically mineable part of an indicated and, in some cases, a measured mineral resource and a Probable Mineral Reserve is the economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. Mineral Reserves Summary (Metric Units) at December 31, 20212022 based on $1,600/oz gold: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      ​      Average Grade      Total Contained Metal      ​      Average Grade      Total Contained Metal Deposit ​ Tonnage ​ Gold ​ Antimony ​ Silver ​ Gold ​ Antimony(3) ​ Silver ​ Tonnage ​ Gold ​ Antimony ​ Silver ​ Gold ​ Antimony(3) ​ Silver Metric Units ​ (kt) ​ (g/t)      (%)      (g/t) ​ (t)      (t)      (t) ​ (kt) ​ (g/t)      ()%      (g/t) ​ (t)      (t)      (t) Yellow Pine                                                                       Low Sb Sulfide –Probable   37,615   1.69   0.009   1.56   63.7   3,565   58.5   37,615   1.69   0.009   1.56   63.7   3,565   58.5 High Sb Sulfide –Probable   10,232   2.04   0.460   4.69   20.9   47,064   48.0   10,232   2.04   0.460   4.69   20.9   47,064   48.0 Yellow Pine Probable Mineral Reserves   47,847   1.77   0.106   2.23   84.5   50,629   106.5   47,847   1.77   0.106   2.23   84.5   50,629   106.5 Hangar Flats                                                                       Low Sb Sulfide – Probable   5,167   1.34   0.018   1.65   6.9   954   8.5   5,167   1.34   0.018   1.65   6.9   954   8.5 High Sb Sulfide – Probable   3,095   1.92   0.369   4.85   5.9   11,407   15.0   3,095   1.92   0.369   4.85   5.9   11,407   15.0 Hangar Flats Probable Mineral Reserves   8,262   1.56   0.150   2.85   12.9   12,361   23.5   8,262   1.56   0.150   2.85   12.9   12,361   23.5 West End (1)                                                                       Oxide – Probable   4,749   0.54   —   0.87   2.6   —   4.1   4,749   0.54   —   0.87   2.6   —   4.1 Low Sb Sulfide – Probable   15,242   1.33   —   1.30   20.2   —   19.7   15,242   1.33   —   1.30   20.2   —   19.7 Transitional – Probable   25,839   1.03   —   1.49   26.6   —   38.5   25,839   1.03   —   1.49   26.6   —   38.5 West End Probable Mineral Reserves   45,830   1.08   —   1.36   49.3   —   62.3   45,830   1.08   —   1.36   49.3   —   62.3 Historical Tailings (1)                                                                       Low Sb Sulfide – Probable   1,832   1.16   0.166   2.86   2.1   3,036   5.2   1,832   1.16   0.166   2.86   2.1   3,036   5.2 High Sb Sulfide – Probable   855   1.16   0.166   2.86   1.0   1,417   2.4   855   1.16   0.166   2.86   1.0   1,417   2.4 Historical Tailings Probable Mineral Reserves   2,687   1.16   0.166   2.86   3.1   4,453   7.7   2,687   1.16   0.166   2.86   3.1   4,453   7.7 Probable Mineral Reserves                                                                       Oxide – Probable   4,749   0.54   —   0.87   2.6   —   4.1   4,749   0.54   —   0.87   2.6   —   4.1 Low Sb Sulfide –Probable   59,856   1.55   0.013   1.54   92.9   7,555   92.0   59,856   1.55   0.013   1.54   92.9   7,555   92.0 High Sb Sulfide –Probable   14,181   1.96   0.422   4.61   27.8   59,888   65.4   14,181   1.96   0.422   4.61   27.8   59,888   65.4 Transitional – Probable   25,839   1.03   —   1.49   26.6   —   38.5   25,839   1.03   —   1.49   26.6   —   38.5 Total Probable Mineral Reserves (2)   104,625   1.43   0.064   1.91   149.9   67,443   200.0   104,625   1.43   0.064   1.91   149.9   67,443   200.0 Notes: (1) Historical Tailings ore type classification is proportional to the pit-sourced mill feed during Historical Tailings processing. (2) Metal prices used for Mineral Reserves: $1,600/oz Au, $20.00/oz Ag, $3.50/lb Sb. (3) Antimony values are reported only for ore scheduled in the mine plan that is classified as High Sb Sulfide. ​Mineral Reserves are reported from the reference point of delivery to the processing plant. These reserves are subject to variable metallurgical recoveries for gold, silver, and antimony depending on the host rock, process flowsheet, and product (i.e. doré bullion or antimony concentrate). The average recoveries into bullion are 87% for gold and 13% for silver. The average recoveries into antimony concentrate are 68% for antimony, 0.1% for gold, and 2% for silver. All numbers have been rounded in above table and may not sum correctly. 3734 Table of Contents Mining Methods The mine plan developed for the Project incorporates the mining of the three in situ deposits: Yellow Pine, Hangar Flats, and West End and their related development rock; and the re-mining of Historical Tailings along with its cap of spent heap leach ore. The general sequence of open pit mining would be Yellow Pine deposit first, Hangar Flats deposit second, and West End deposit last. This sequence generally progresses from mining highest value ore to lowest value ore and accommodates the sequential backfilling the Yellow Pine and Hangar Flats open pits with material mined from West End open pit. Lower grade ore extracted during mining of the three pits is stockpiled and then processed during the operating life of the mill. The spent ore that overlies the Historical Tailings would be used as tailings storage facility (“TSF”) construction material and is treated as stripping. Most development rock would be sent to one of five destinations: the TSF embankment, the TSF buttress, the Yellow Pine pit as backfill, the Hangar Flats pit as backfill, or the Midnight area within the West End pit as backfill. The Historical Tailings would be hydraulically transferred to the process plant during the first four years of operation, concurrent with mining ore from the Yellow Pine open pit. Mining at the SGP would be accomplished using conventional open pit hard rock mining methods with a production fleet consisting of two 28-yd3 hydraulic shovels, one 28-yd3 wheel loader, and a fleet of approximately eighteen 150 ton haul trucks. Mining is planned to deliver 7.30 Mt of ore to the crusher per year (nominally 20 kt per day) and approximately 22.1 Mt of development rock per year to DRSFs. Pre-stripping the open pits would begin two years prior to ore processing and open pit mining would continue until year 12 of operation. Once open pit mining is completed, the mining fleet will continue to provide ore to the mill from ore stockpiles until approximately the end of the first quarter in year 15. A total of 102 Mt of ore would be mined from the three open pits and an additional 2.7 Mt of historic tailings would be mined. Approximately 254 Mt of development rock would be mined from the three open pits for a total of 356 Mt mined from the open pits and an average strip ratio (waste:ore) of 2.5. Long-term lower-grade ore stockpiles have been incorporated into the PFS mine plan located for the most part within the footprint of the TSF buttress, thereby minimizing their incremental disturbance. The primary benefits to adding ore stockpile capacity is increased potential to optimize process ore feed value throughout the mine life, improved utilization of the Mineral Resource, reduced peak water treatment needs, reduced development rock tonnage and associated mining impacted water management. The stockpiling strategy is particularly significant during the first half of the mine life when Yellow Pine high value ore is mined at a rate greater than process plant throughput capacity. If stockpile capacity is not available, either the period-based cut-off value must increase resulting in ore converted to waste, or the mining rate reduced to align with process plant throughput capacity resulting in deferred access to high-value ore deeper in the open pit. The addition of long-term ore stockpiles allows for relatively high value ore mined from Yellow Pine open pit to be stockpiled and made available to process when lower value ore is being mined in West End open pit. Recovery Methods The process flowsheet for most of the Yellow Pine, Hangar Flats, and West End material uses bulk sulfide flotation to maximize recovery of gold to a sulfide concentrate amenable to treatment by pressure oxidation for materials assaying less than 0.1% antimony. High antimony materials would be first subject to a selective antimony flotation process, thereby producing a shippable antimony concentrate, with a gold-bearing bulk sulfide rougher concentrate to be floated from the antimony flotation tailings. Some of the oxidized West End ores are more transitional or free milling in nature, and an ore leaching process was developed to treat these materials. Testing was also conducted on samples of the historical (Bradley) tailings. This work showed the historical tailings could be processed using the same flowsheet as, and most likely as a blend with, fresh sulfide ores. Projected gold flotation recoveries for low-antimony materials to a concentrate assaying 6.5% sulfur are estimated at 93.8% for Yellow Pine and 92.1% for Hangar Flats. Silver recoveries are estimated as 90.1% for Yellow Pine and 89.1% for Hangar Flats. Gold and silver flotation recoveries are independent of gold or sulfur grade. For high-antimony materials from the Yellow Pine deposit, gold misplacement to the antimony concentrate and overall gold recoveries to POx are functions of pyritic sulfur grade and gold recoveries are estimated to range from 83.6% to 95.5%. Constant gold and silver recoveries are projected for Hangar Flats high-antimony material at 89.7% for gold and 43.2% for silver. West End sulfide material is highly refractory while transition material has a significant free milling gold content. Sulfide material will be processed by flotation, concentrate POx and cyanide leaching of the concentrate; transition material will be treated similarly, however the flotation tailings will also be leached; oxide materials will just be leached. 3835 Table of Contents Pressure oxidation testing results demonstrated that neutralization of acid inside the autoclave, or “in-situ acid neutralization” (“ISAN”) facilitates stabilization of arsenic in the POx residue. Neutralization of acid inside the autoclave was accomplished by adding ground limestone in the POx feed to control free acid and sulfate concentrations and limit the formation of jarosite and basic iron sulfates. Higher ferric concentrations available for scorodite formation and lower sulfate concentrations were found to inhibit pitticite (an unstable arsenic compound) formation. However, subsequent environmental geochemical testing completed on commingled flotation and detoxified cyanide leach tailings from the pilot plant indicated that arsenic destabilized at some point downstream of the POx process. Further ISAN POx tests with a terminal free acid of 8 to 13 mg/L of H2SO4, atmospheric arsenic precipitation, and a two-step neutralization procedure at an elevated temperature (92°C) by progressively adding limestone to achieve a pH of approximately 2 with a retention time of 4 to 5 hours produced a stable scorodite precipitate. The POx testing confirmed consistent gold recoveries in the 96.5-99.0% range. The Project’s process plant has been designed to process sulfide, transition and oxide material from the Yellow Pine, Hangar Flats, and West End deposits. The processing facility is designed to treat an average of 20,000 t/d, or 7.3 Mt/y. Additionally, the Historical Tailings would be reprocessed early in the mine life to recover precious metals and antimony, and to provide space for the TSF embankment and buttress. The process operations include crushing, grinding, antimony and gold flotation, pressure oxidation, POx leaching and carbon-in-pulp (“CIP”) recovery, cyanide detoxification, carbon handling and pressure stripping, precious metal electrowinning, mercury retort removal, and doré bar production. Auxiliary operations include a plant to supply oxygen to the autoclave and mining, crushing, grinding, and calcining to provide limestone and lime for neutralization and pH adjustment for the process. A leaching, CIP recovery, and detoxification process is planned for late in the mine life to process crushed and ground oxide material and recover gold from the tailings of transitional (mixed oxide-sulfide) material. Two finished products from the Stibnite Gold Project ore processing facility will be doré bars and antimony‐silver concentrate. Infrastructure The Project will require upgrades to existing offsite infrastructure such as roads and power supply, as well as onsite and offsite infrastructure additions such as worker accommodations, water management systems, and tailings management systems. Site Access The site is currently accessed by the Stibnite Road, National Forest (NF-412), from the village of Yellow Pine, with three alternative routes up to that point. Alternative access via the Burntlog Route was developed over several other possible alternatives because it provides safer year round access for mining operations, reducing the proximity of roads to major fish-bearing streams, and this route respects the advice and privacy of community members close to the Project location. The route originates from the intersection of Highway 55 and Warm Lake Road and is approximately 71 miles long. The route consists of 34 miles of existing highway (Warm Lake Road), 23 miles of upgraded road, and 14 miles of new road. The 37 miles of new and upgraded road has a design speed of 20 mph, maximum 10% grade, a 21 foot width, and intermediate-sized tractor trailer loading criteria. A maintenance facility along the route is designed for a location on the southern section. A through-site public access route will replace the current access through the SGP site during mine operations. A new 12-foot-wide gravel road is planned to provide public access from Stibnite Road to Thunder Mountain Road through the mine site. Logistics Facility The offsite administrative offices, transportation hub, warehousing and assay laboratory needed for the Project, referred to as Stibnite Gold Logistics Facility (“SGLF”), will be located on private land in Valley County, with easy access to State Highway 55. The SGLF will include offices for managers, safety and environmental services, human resources, purchasing and accounting personnel. Operating supplies for the mine will be staged and consolidated at the SGLF to reduce traffic to the site. Power Supply and Transmission Grid power planned for the Project needs to be upgraded to support the 50- to 60-megawatt load including upgrading approximately 63 miles of existing powerlines to 138 kV and approximately 9 miles of new 138 kV line. The 138-kV line would be routed to the Project’s main electrical substation where transformers would step the voltage down to the distribution voltage of 34.5 kV. 3936 Table of Contents Worker Accommodations A new worker housing facility (camp) is planned approximately 2 miles south of the ore processing plant area to provide accommodations for most of the construction workforce and for the operations workforce. Leased accommodation units are planned during peak construction activity and would be demobilized following construction since the peak construction accommodation requirements (approximately 1,000 workers) are much greater than the operations requirements of approximately 350 workers on the site. Water Management Perpetua Resources has planned a water management system that protects or improves water quality in Project-area streams and provides water for ore processing, fire protection, exploration activities, surface mining (dust control), and potable water needs. The key water management consideration for the Project site is the large amount of snowmelt runoff during the months of April through June, making spring melt the critical time for water management, storage, and treatment. Surface water that has the potential to introduce mining- and process-related contaminants (contact water) is kept separate from surface water that originates from undisturbed, uncontaminated ground (non-contact water). This is accomplished by diverting clean water around mine facilities and collecting and reusing, evaporating, or treating and discharging contact water. The water needed for ore processing is planned to come from meteoric and tailings consolidation water reclaimed from the TSF, water from pit dewatering, contact water, groundwater wells, and a surface intake near the upstream portal of the East Fork South Fork Salmon River (“EFSFSR”) diversion tunnel. Contact water from the pits, stockpiles, TSF buttress, truck shop, ore processing facilities, and legacy materials exposed during construction would be collected in lined ponds or in-pit sumps for later use in ore processing, dust control, or treatment for discharge. Excess dewatering water not used for ore processing would be treated, if required, and discharged to a surface outfall. Major water diversions include construction of a tunnel and fishway to divert the EFSFSR and provide fish passage around the Yellow Pine pit, and surface diversions of Meadow Creek at the TSF, TSF Buttress, and Hangar Flats pit. Tailings Management The Project is projected to produce approximately 120 million tons of tailings solids. The tailings would contain trace amounts of cyanide and metals (including arsenic and antimony), so a fully lined containment facility utilizing a composite liner is proposed to isolate the tailings and process water. The TSF would consist of a rockfill embankment, a fully lined impoundment, and appurtenant water management features including a surface diversion of Meadow Creek and its tributaries around the facility. A rockfill buttress abutting the TSF embankment would substantially enhance embankment stability. Historical spent heap leach ore would be reused in TSF construction, in locations isolated from interaction with water, but the majority of the rockfill would be development rock sourced from the open pits. Design criteria were established based on the facility size and risk using applicable dam safety and water quality regulations and industry best practice for the TSF embankment on a standalone basis; the addition of the buttress substantially increases the safety factor for the design to at least double the minimum requirements. The TSF impoundment, embankment, and associated water diversions would occupy approximately 420 acres at final buildout, with an approximately 475-foot ultimate height. Capital and Operating Costs Capital expenditures or capital costs (“CAPEX”) and operating expenditures or operating costs (“OPEX”) estimates were developed based on third quarter 2020, un-escalated U.S. dollars. Vendor quotes were obtained for all major equipment and operating consumables. Most costs were developed from first principles, although some were estimated based on factored references and experience with similar projects elsewhere. Reclamation financial assurance costs are not included in the capital costs. Additional assumptions that were used to estimate CAPEX are presented in Section 18.1 of the TRS. 4037 Table of Contents Capital Costs The Project CAPEX estimate includes four components: (1) the initial CAPEX to design, permit, pre-strip, construct, and commission the mine, plant facilities, ancillary facilities, utilities, operations camp, and pre-production on and off site restoration and environmental mitigation; (2) the sustaining CAPEX for facilities expansions, mining equipment replacements, expected replacements of process equipment and ongoing concurrent restoration and environmental mitigation activities during the operating period; (3) working capital to cover delays in the receipts from sales and payments for accounts payable and financial resources tied up in inventory; and (4) closure CAPEX to cover post operations reclamation and restoration and water treatment costs. Initial and working capital are the two main categories that need to be available to construct the Project. The CAPEX estimate includes direct mining equipment and pre-stripping costs, process plant costs, on-site infrastructure such as the TSF and the operations camp, and off-site infrastructure such as the power transmission line, the mine access road, the SGLF, and reclamation and closure costs. The initial CAPEX also includes indirect costs for detailed design and engineering, land acquisition, some environmental mitigation, and other costs. Initial CAPEX also includes an estimate of contingency based on the accuracy and level of detail of the cost estimate. The purpose of the contingency provision is to make allowance for uncertain cost elements that may occur but are not included in the cost estimate. These cost elements include uncertainties concerning completeness, accuracy and characteristics or nature of material takeoffs, accuracy of labor and material rates, accuracy of labor productivity expectations, and accuracy of equipment pricing. The CAPEX estimates are considered to have an accuracy range of -10% to +15%. The table below provides a summary of CAPEX estimates for the Project. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial ​ Sustaining ​ Closure ​ Total ​ ​ ​ ​ CAPEX ​ CAPEX ​ CAPEX ​ CAPEX Area ​ Detail ​ ($000s) ​ ($000s) ​ ($000s)(1) ​ ($000s) Direct Costs ​ Mine Costs ​ 84,019 ​ 118,968 ​ — ​ 202,987 ​ ​ Processing Plant ​ 433,464 ​ 49,041 ​ — ​ 482,505 ​ ​ On-Site Infrastructure ​ 190,910 ​ 83,892 ​ — ​ 274,802 ​ ​ Off-Site Infrastructure ​ 115,940 ​ — ​ — ​ 115,940 Indirect Costs ​ ​ ​ 232,684 ​ — ​ — ​ 232,684 Owner’s Costs, First Fills, & Light Vehicles ​ ​ ​ 38,351 ​ — ​ — ​ 38,351 Offsite Environmental Mitigation Costs ​ ​ ​ 14,397 ​ — ​ — ​ 14,397 Onsite Mitigation, Monitoring, and Closure Costs ​ ​ ​ 3,474 ​ 23,484 ​ 98,052 ​ 125,010 Total CAPEX without Contingency ​ ​ ​ 1,113,239 ​ 275,385 ​ 98,052 ​ 1,486,677 Contingency ​ ​ ​ 149,708 ​ 20,354 ​ 1,244 ​ 171,306 Total CAPEX with Contingency ​ ​ ​ 1,262,948 ​ 295,739 ​ 99,296 ​ 1,657,982 Notes: (1) Closure assumes self-performed closure costs, which will differ for those assumed for financial assurance calculations required by regulators. (2) All numbers have been rounded in above table and may not sum correctly. ​ 4138 Table of Contents Operating Costs and All-In Costs The Project OPEX estimate includes mine operating costs, process plant operating costs, and general and administrative (“G&A”) costs. Cash costs, expressed in dollars per short ton ($/st) milled or dollars per troy ounce of gold ($/oz Au) produced, are typically expressed before and after by-product credits (from antimony concentrate sales). Total cash costs include smelting and refining charges, transportation charges, and royalties. The All-In Sustaining Costs (“AISC”) and the All-In Costs (“AIC”) include non-sustaining CAPEX, and closure and reclamation CAPEX, respectively. A summary of these Project costs is presented below. Assumptions that were used to estimate OPEX are presented in Section 18.2 of the TRS. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      Years 1-4      LOM      Years 1-4      LOM Total Production Cost Item ​ ($/st milled)      ($/oz Au)      ($/st milled)      ($/oz Au) ​ ($/st milled)      ($/oz Au)      ($/st milled)      ($/oz Au) Mining   9.71   156   8.22   205   9.71   156   8.22   205 Processing   13.13   211   12.76   318   13.13   211   12.76   318 G&A   3.54   57   3.43   85   3.54   57   3.43   85 Cash Costs Before By-Product Credits(1)   26.38   424   24.41   608   26.38   424   24.41   608 By-Product Credits   (5.99)   (96)   (2.81)   (70)   (5.99)   (96)   (2.81)   (70) Cash Costs After By-Product Credits(1)   20.40   328   21.60   538   20.40   328   21.60   538 Royalties   1.69   27   1.09   27   1.69   27   1.09   27 Refining and Transportation   0.46   7   0.24   6   0.46   7   0.24   6 Total Cash Costs(1)   22.54   362   22.94   571   22.54   362   22.94   571 Sustaining CAPEX   4.64   75   2.83   70   4.64   75   2.83   70 Salvage   —   —   (0.26)   (6)   —   —   (0.26)   (6) Property Taxes   0.05   1   0.04   1   0.05   1   0.04   1 All-In Sustaining Costs(1)   27.23   438   25.54   636   27.23   438   25.54   636 Reclamation and Closure(2)   —   —   0.95   24   —   —   0.95   24 Initial (non-sustaining) CAPEX(3)   —   —   11.65   290   —   —   11.65   290 All-In Costs   —   —   38.14   950   27.23   438   38.14   950 Notes: (1) Cash costs, All-in Sustaining Costs, are non-GAAP measures; see section Item 2, Non-GAAP Measures, below. (2) Defined as non-sustaining reclamation and closure costs in the post-operations period. (3) Initial Capital includes capitalized preproduction. ​ Economic Analysis The economic model is not a true cash flow model as defined by financial accounting standards but rather a representation of Project economics at a level of detail appropriate for the Company’s level of engineering and design. The first year of analysis starts with the decision point of the Project, the completion of the Environmental Impact Statement, and preliminary permit approval (Year -3 or three years before the start of commercial production). Taxation was taken into account using current federal, state, and county rates but the overall tax calculation is approximate and uses rudimentary depletion and depreciation estimates. Financial Assumptions used in the Economic Analyses ​ ​ ​ ​ ​ ​ Item ​ Unit ​ Value Net Present Value Discount Rate ​ % ​ 5 Federal Income Tax Rate ​ % ​ 21 Idaho Income Tax Rate ​ % ​ 6.9 Idaho Mine License Tax ​ % ​ 1.0 Valley County Rural Property Tax Rate ($/$1,000 market value) ​ % ​ 0.063 Percentage Depletion Rate for Gold and Silver ​ % ​ 15 Percentage Depletion Rate for Antimony ​ % ​ 22 Depreciation Term ​ Years ​ 7 Equity Finance Assumption ​ % ​ 100 ​ 42 Table of Contents Four cases were run in the economic model to present a range of economic outcomes using varying metal prices. The metal prices used in the economic model are shown in the table below. There is no guarantee that any of the metal prices used in the five cases are representative of future metals prices. Table 1-11 and Section 19.1of the TRS contain assumptions used in the construction of the financial model. Pre- and After-Tax Economic Results by Case ​ ​ ​ ​ ​ ​ ​ ​ Parameter      Unit      Pre-tax Results      After-tax Results Case A ($1,350/oz Au, $16.00/oz Ag, $3.50/lb Sb) NPV0% ​ M$   1,637   1,434 NPV5% ​ M$   896   771 Annual Average EBITDA(1) ​ M$   223   — Annual Average After-Tax Free Cash Flow(1) ​ M$   —   189 IRR ​ % ​ 17.3   16.2 Payback Period ​ Production Years ​ 3.4   3.4 Case B ($1,600/oz Au, $20.00/oz Ag, $3.50/lb Sb) NPV0% ​ M$ ​ 2,667   2,232 NPV5% ​ M$ ​ 1,599   1,320 Annual Average EBITDA(1) ​ M$ ​ 292   — Annual Average After-Tax Free Cash Flow(1) ​ M$ ​ —   242 IRR ​ % ​ 24.3   22.3 Payback Period ​ Production Years ​ 2.9   2.9 Case C ($1,850/oz Au, $24.00/oz Ag, $3.50/lb Sb) NPV0% ​ M$ ​ 3,697   3,026 NPV5% ​ M$ ​ 2,301   1,864 Annual Average EBITDA(1) ​ M$ ​ 360   — Annual Average After-Tax Free Cash Flow(1) ​ M$ ​ —   295 IRR ​ % ​ 30.4   27.7 Payback Period ​ Production Years ​ 2.4   2.5 Case D ($2,100/oz Au, $28.00/oz Ag, $3.50/lb Sb) NPV0% ​ M$ ​ 4,726   3,815 NPV5% ​ M$ ​ 3,002   2,404 Annual Average EBITDA(1) ​ M$ ​ 429   — Annual Average After-Tax Free Cash Flow(1) ​ M$ ​ —   348 IRR ​ % ​ 35.9   32.4 Payback Period ​ Production Years ​ 2.2   2.2 Case E ($2,350/oz Au, $32.00/oz Ag, $3.50/lb Sb) NPV0% ​ M$ ​ 5,755   4,603 NPV5% ​ M$ ​ 3,704   2,943 Annual Average EBITDA(1) ​ M$ ​ 498   — Annual Average After-Tax Free Cash Flow(1) ​ M$ ​ —   400 IRR ​ % ​ 41.0   36.9 Payback Period ​ Production Years ​ 1.9   1.9 Notes: (1)(4) EBITDAAll numbers have been rounded in above table and After-Tax Free Cash Flow are non-GAAP measures; see section Item 2, Non-GAAP Measures, below.may not sum correctly. ​ 43 Table of Contents Mineral Resource and Reserve Internal Controls Perpetua Resources’ field work on the Project from 2009 to 2015, including drilling, was carried out under the supervision of Christopher Dail, CPG and Richard Moses, CPG, who were Perpetua Resources’ senior geologists responsible for certain aspects of the programs during the periods they were employed by Perpetua Resources. Field work, including drilling, completed in 2015-2017 was carried out under supervision of Kent Turner, independent senior geology consultant and SME-Registered Member, and Austin Zinsser, Perpetua Resources’ Senior Resource Geologist and SME-Registered Member. The general mineral resource estimation methodology for all deposits involved the following procedures: ● generation of updated geological models and review of structural controls on mineralization; ● database verification and validation; ● exploration data analysis, compositing and evaluation of outliers; ● construction of estimation domains for gold, antimony and silver; ● spatial statistics and geostatistical analysis; ● block modeling and grade interpolation; ● mineral resource classification and validation; ● assessment of “reasonable prospects for eventual economic extraction;” and ● preparation of the mineral resource statement. ● Quality Assurance/Quality Control program results do not indicate any problems with the analytical programs. ● Independent data audits have been conducted and indicate that the sample collection and database entry procedures are acceptable. ● All core has been catalogued and stored in designated areas. Quality Assurance/Quality Control program results do not indicate any problems with the analytical programs. Independent data audits have been conducted and indicate that the sample collection and database entry procedures are acceptable. All core samples have been catalogued and stored in designated areas. 39 Table of Contents Mineral resources and mineral reserves are estimates that are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. See Risk Factors – “Perpetua Resources’ mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.” Non-GAAP financial measures To provide investors with additional information in connection with our economic analysis as determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), we disclose certain projected non-GAAP financial measures. The projected non-GAAP financial measures include Cash Costs EBITDA,and All-in Sustaining Costs and After-Tax Free Cash Flow estimates and related calculations. Cash Cost and All-in Sustaining costs (AISC) Cash Costs is a non-GAAP metric defined as the sum of cash operating costs (mining, processing, G&A), by-product credits, refining and transportation costs and royalties and is used to evaluate the Company’s future operating performance and provide visibility into the economics of our future mining operations. All-in Sustaining Costs (AISC) is a non-GAAP metric defined as the sum of cash costs (from above), sustaining capital costs and non-revenue-based taxes (i.e. property tax) and is used to evaluate the Company’s future operating performance and the ability to generate cash flow from operations. EBITDA Earnings before interest, taxes and depreciation and amortization (EBITDA) is a non-GAAP metric generated from adding back taxes, interest, depreciation to net income and is used to evaluate the Company’s future operating performance. After-Tax Free Cash Flow (FCF) After-Tax Free Cash Flow (FCF) is a non-GAAP metric defined as net cash provided from operating activities less capital expenditures and taxes and is used to evaluate the Company’s future operating performance and ability to generate excess cash flow but it does not entirely represent cash available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other items. 44 Table of Contents We believe the projected non-GAAP financial measures included in this Annual Report on Form 10-K provide additional meaningful comparisons between the Company’s economic analysis and its peer companies. These projected non-GAAP financial measures are not historical measures of financial performance and are not presented in accordance with GAAP. Therefore, these measures should not be considered in isolation or as an alternative or superior to GAAP measures. You should be aware that our presentation of these measures may not be comparable to similarly-titled measures used by other companies. The projected non-GAAP measures included in this presentation cannot be reconciled to comparable GAAP measures without unreasonable effort. ​ Item 3. Legal Proceedings. The Company is a partyCorporation and its subsidiaries are parties to an ongoing legal proceedingsproceeding with the Nez Perce Tribe for alleged violations of the Clean Water ActCWA related to historical mining activities. In August 2019, the Nez Perce Tribe filed suit in the United States District Court for the District of Idaho. The CompanyIdaho and the Corporation promptly filed a motion to dismiss and, in the alternative, a motion to stay the litigation. Both motions were denied. Later,Subsequently, the Corporation filed an answer denying liability which, later, the court allowed the CompanyCorporation to amend its answer and file a third-party complaint andagainst the CompanyForest Service. The Corporation also filed a separate CWA citizen suit against the USFSForest Service alleging the point source discharges, referred toas alleged by the Nez Perce Tribe in its complaint, were alleged to be occurring on lands owned and controlled by the United States. Pursuant to the consummationterms of the voluntary ASAOC executed with the U.S. EPA and the United States Department of Agriculture, the Company dismissedCorporation agreed to dismiss its pending actions against USFS.the Forest Service. The remaining parties to the ongoing legal proceedingsproceeding agreed to stay the litigation and explore Alternative Dispute Resolution (“ADR”) options. Aoptions through court-ordered mediation. The stay has been extended on subsequent occasions, and a request to extend the stay through June 30, 2023 was enteredrequested by jointly by the Corporation and the Nez Perce Tribe during a February 21, 2023 status conference and subsequently ordered by the court in February 2021 and has been subsequently extended a number of times whileon the ADR process continues.same day. Certain of the Company’sCorporation’s property interests in the Project are also subject to existing judicial consent decrees due to Perpetua’s acquisition of several patented lode mining claims and mill sites which covers environmental liability and remediation responsibilities. Under the consent decrees, Perpetua is required to grant access to certain site areas by regulatory agencies and allow remediation activities to proceed. Severalproceed if necessary and preserve the integrity of previous response actions.Several of the Company’sCorporation’s patented claims in the Hangar Flats and Yellow Pine properties are also subject to a consent decree which requires Perpetua to cooperate with the U.S. EPA and the USFS to implement appropriate response activities. Item 4. Mine Safety Disclosures. Pursuant to Section 1503(a) of the Dodd-Frank Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose specified information about mine health and safety in their periodic reports. These reporting requirements are based on the safety and health requirements applicable to mines under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) which is administered by MSHA. During the fiscal year ended December 31, 2021,2022, the 40 Table of Contents Company and its subsidiaries were not subject to regulation by MSHA under the Mine Act and thus no disclosure is required under Section 1503(a) of the Dodd-Frank Act. PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common shares are traded on the TSX under the symbol “PPTA” and on the Nasdaq under the symbol “PPTA”. Holders of Record As of March 11, 2022,10, 2023, there were 62,971,85963,011,77 common shares outstanding and 5136 shareholders of record. Dividends The Corporation has not paid any dividends or distributions on its common shares since its incorporation. Any decision to pay dividends on common shares in the future will be made by the board of directors of the Corporation (the “Board”) on the basis of the earnings, financial requirements and other conditions existing at such time. Recent Sales of Unregistered Securities; Issuer’s Purchases of Equity Securities None. 45 Table of Contents Use of Proceeds from Registered Securities On August 16, 2021, we completed an underwritten public offering pursuant to a prospectus supplement to our short form base shelf prospectus dated April 1, 2021, filed pursuant to General Instruction II.L. of Form F-10, and declared effective by the SEC on April 2, 2021 (File No. 333-254517, the “Prospectus Supplement”). The Corporation issued 10,952,382 common shares, which included 1,428,572 common shares issued pursuant to the overallotment option granted to the underwriters, at a public offering price of $5.25 per common share for gross proceeds of approximately $57.5 million before deducting underwriting discounts and commissions and offering expenses. The net proceeds from the issuance were $54.3 million, after deduction of underwriting discounts and commissions and offering expenses of $3.2 million. B. Riley Securities, Inc. and Cantor Fitzgerald Canada Corporation acted as joint-bookrunning managers for the offering. The Prospectus Supplement included a proposed use of proceeds that would be compared to expenditures from October 1, 2021 onwards. A reconciliation of the use of proceeds is provided below. ThereAs a result of the DPA funding announced in December 2022, which is available for limited uses related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing construction readiness and permitting, we reduced our planned use of the proceeds from the offering for permitting, environmental field operations and engineering and design work and reallocated those funds to general corporate purposes and restoration work pursuant to the ASAOC, as shown in the table below. Except as described, there has been no material change in the planned use of proceeds as described in our Prospectus Supplement. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      Proposed Use of       Actual Use of       Remaining to be       Proposed Use of  ​ Updated Use of      Actual Use of       Remaining to be  Expense Category (in Millions) ​ Proceeds ​ Proceeds ​ Spent/Difference ​ Proceeds ​ Proceeds ​ Proceeds ​ Spent/Difference Permitting ​ $ 21.0 ​ $ 2.0 ​ $ 19.0 ​ $ 21.0 ​ $ 11.0 ​ $ 10.4 ​ $ 0.6 General Corporate Purposes(i) ​   20.1 ​   3.5 ​   16.6 ​   20.1 ​ ​ 25.3 ​   14.4 ​   10.9 Early Restoration & Field Operations ​   7.9 ​   1.0 ​   6.9 ​   7.9 ​ ​ 17.0 ​   6.0 ​   11.0 Engineering & Design ​   5.3 ​   0.2 ​   5.1 ​   5.3 ​ ​ 1.0 ​   0.9 ​   0.1 ​ ​ $ 54.3 ​ $ 6.7 ​ $ 47.6 ​ $ 54.3 ​ $ 54.3 ​ $ 31.7 ​ $ 22.6 (i) Funds for general corporate purposes may be allocated for corporate expenses, business development and legal expenses. None of the offering proceeds were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning 10.0% or more of any class of our equity securities, to any other affiliates or to others. 41 Table of Contents Item 6. Reserved. Not applicable. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations as of December 31, 20212022 and 20202021 and for the fiscal years then ended together with our consolidated financial statements and related notes and other financial information appearing in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, operations, and product candidates, includes forward-looking statements that involve risks and uncertainties. You should review the sections of this Annual Report captioned “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for a discussion of important factors that could cause our actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Overview Perpetua Resources (formerly Midas Gold Corp.) was incorporated on February 22, 2011 under the BCBCA.Business Corporations Act (British Columbia) (the “BCBCA”). The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Corporation’s principal asset is 100% ownership in subsidiaries that control the Stibnite Gold Project. The Corporation currently operates in one segment, mineral exploration in the United States. The registered office of the Perpetua Resources is 400-725 GranvilleSuite 1008-550 Burrard St, Vancouver, BC, V7Y 1G5,V6C 2B5, Canada and the corporate head office is located at 201-405 S 8th St, Boise, ID 83702, USA. 46 Table of Contents COVID-19 Response The Company has implemented policies at its offices in Boise and Donnelly designed to ensure the safety and well-being of all employees and the people associated with them. In that regard, to reduce risk, our employees have been encouraged to get fully vaccinated against COVID-19, have been asked to work remotely, avoid all non-essential business travel, when possible, adhere to good hygiene practices, and engage in social distancing. Continuation of COVID-19 in 2022 and beyond could impact employee health, workforce productivity, insurance premiums, ability to travel, the availability of industry experts, personnel and equipment, restrictions or delays to field work, studies, and assay results, and other factors that will depend on future developments that may be beyond our control. 2021 Key Highlights ● Zero lost time incidents or reportable environmental spills ● Signed ASAOC agreementAwarded Department of Defense funding to begin legacy waste cleanupstudy antimony from Stibnite Gold Project ● AgreedAnnounced the United States Forest Service published the Supplemental Draft Environmental Impact Statement which identified Perpetua Resources’ proposed action as the Preferred Alternative (as defined below) ● Awarded a Technology Investment Agreement of up to stay$24.8 million under Title III of Clean Waterthe Defense Production Act litigation ● Completed summer field program including stream diversion activities and the removal of the Defense Minerals Exploration Administration legacy waste rock dump from within and along a tributary to the East Fork of the South Fork of the Salmon River ● Continued productive mediation discussions with the Nez Perce Tribe ● Received the Clean Air Act Permit to Construct from the Idaho Department of Environmental Quality ● Strengthened the Board of Directors (the “Board”) with appointment of Laura Dove who brings three decades of external affairs and began mediationstakeholder management experience to Perpetua ● Welcomed value-oriented Kopernik as a new shareholder ● Awarded contract for stream diversion work as part of Phase 1 early cleanup activities ● Published 8th Annual2021 Sustainability Report, the Company’s ninth annual sustainability report ● Began trading onLaunched Sustainability Roadmap which outlines 13 goals to guide the NASDAQ stock exchangeCompany as it advances the Stibnite Gold Project ● Signed independent community water quality monitoring programPromoted Jessica Largent to CFO and further strengthened team with hiring of Chris Fogg as Manager of Investor Relations ● Entered into collaboration agreement with U.S. Antimony Corporation ● Signed antimony supply agreement for Ambri battery production ● Completed $57.5 million equity financing ● Responded to more than 850 commentsHeld 2022 Annual General Meeting and numerous requests for additional informationshareholders voted in supportfavor of the USFS’s preparation of the Supplemental DEIS, which the Company expects the USFS to publish in the early third quarter of 2022 ● Significantly advanced several ancillary permits related to the Stibnite Gold Projectall proposals 20222023 Outlook and Goals Perpetua Resources’ vision is to provide the United States with a domestic source of the critical mineral antimony, operatedevelop one of the largest and highest-grade open pit gold mines in the country and restore and develop an abandoned brownfield site. In 2022,2023, Perpetua Resources continues to focus on advancing the permitting process for the Stibnite Gold Project through NEPA.the National Environmental Policy Act process. The NEPA process is intended to ensure that federal agencies and the public are informed of a proposed action’s potential environmental impacts before a final decision is made by the agency regarding the action. Supplemental Draft Environmental Impact Statement (“SDEIS”) 42 Table of Contents In response to public comments receivedand agency feedback on the Draft Environmental Impact Statement (“DEIS”),released by the USFS in August 2020, Perpetua Resources proposed modifications to the mine plan analyzed in Alternative 2 in the DEIS and submitted a refined proposed action to the USFS in December 2020. To ensure a full analysis of2020 (the “Modified Mine Plan”). The Modified Mine Plan included refinements to reduce the improved Project, theproject footprint, improve water quality, and lower water temperature. The USFS will issuedecided to prepare a Supplemental Draft Environmental Impact Statement (“SDEIS”) followedto further evaluate the project refinements and compare the Company’s proposed site access via Burntlog Route to an alternative option using current roads. After nearly two years of review of the Modified Mine Plan by an opportunitythe USFS and other agencies, the SDEIS was published on October 28, 2022 for a 75-day public comment. On February 22,comment period. In the SDEIS, the USFS highlights the net positive environmental outcomes that the Stibnite Gold Project can provide to the abandoned mine site based on the results of comprehensive scientific analysis conducted over the last six years. The USFS identified Perpetua Resources’ proposed action, the “Modified Mine Plan,” as the Preferred Alternative because the Modified Mine Plan: ● incorporates water management and closure activities to reduce the duration of long-term water treatment requirements, ● includes measures to manage stream temperatures, and ● reduces potential impacts associated with access, transportation and hazardous materials on alternative access routes to the project site. The USFS also concluded the Preferred Alternative would reasonably accomplish the purpose and need for consideration of approval of the Stibnite Gold Project, while giving consideration to environmental, economic, and technical factors. Under NEPA, a “Preferred Alternative” is identified by a Federal agency in a DEIS to let the public know which action the agency is leaning toward selecting as final. However, identification of a “Preferred Alternative” does not represent a final decision and the USFS may still choose various actions based on the Modified Mine Plan or each of the alternatives analyzed in the SDEIS when developing the Final Environmental Impact Statement. The SDEIS public review period closed on January 10, 2023. Following completion of the comment period and analysis, the Company expects the USFS to provide a schedule update including the expected timing to the FEIS, draft Record of Decision and to final Record of Decision. Department of Defense Funding In September 2022, Perpetua Resources announced that itwas awarded two funding grants from the U.S. Department of Defense (“DOD”) Defense Logistics Agency to study the domestic production of military-grade antimony trisulfide, an essential component in ammunition and dozens of other defense materials. Perpetua Resources expects a preliminary SDEIS to be circulatedreceive up to $200,000 in total to evaluate whether antimony from the Stibnite Gold Project can meet military specifications (“Mil-Spec”) to help secure America’s defense and commercial ammunition supply chain while also evaluating alternate methods for cooperating agency reviewpurifying antimony trisulfide. Perpetua Resources submitted two proposals to DLA’s “Production of Energetic Materials and Associated Precursors” Small Business Innovation Research (“SBIR”) grant solicitation. As described in the second quartergrant’s objective, the program is focused on reducing “foreign reliance and single points of 2022. The publicationfailure for the domestic manufacturing of energetic materials” through the SDEISdevelopment of a domestic source. After a competitive review process, Perpetua Resources was awarded SBIR Phase 1 funding of $100,000 for public review and comment is expected in early third quarter 2022. The USFSboth programs. Each study is expected to be completed within the next six to 12 months. After the completion of the proposed programs, Phase 2 funding could be made available for more advanced stage pilot-scale testing within the next year. Together, the Phase 1 and Phase 2 programs could confirm the Project’s ability to provide the domestic antimony source needed to meet the defense procurement demand and support commercial markets. In December 2022, Perpetua Resources was awarded a formal schedule later this year regardingTIA of up to $24.8 million under Title III of the remaining stepsDPA. The funding objective of the TIA, issued by the Air Force Research Laboratory, is to complete environmental and engineering studies necessary to obtain a FEIS, a Final Record of Decision, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials. The DPA funding allows the Company to advance the construction readiness of the Stibnite Gold Project while the Company continues through the ongoing permitting process, led by the USFS. Under the funding agreement, Perpetua Resources may request reimbursement for certain costs incurred over 24 months related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and permitting process for the Stibnite Gold Project. The DPA funding does not interrupt the ongoing NEPA review process. The TIA is subject to negotiation of a definitized agreement with the DOD. Until the agreement is definitized, the maximum funding available under the TIA is capped at $18,600,000, 75% of the not-to-exceed amount. Perpetua Resources expects to enter into a definitized agreement in the NEPA review process.first half of 2023. However, there is no assurance that Perpetua Resources will be able to finalize the definitized agreement on the expected timeline or at all. The TIA contains customary terms and conditions for technology investment agreements, including ongoing reporting 43 Table of Contents obligations. Perpetua Resources is evaluating other U.S. government funding opportunities, including programs available through the DOD. Inflation The U.S. inflation rate has been steadily increasing since 2021 and throughout 2022. These inflationary pressures have resulted in and may result in additional increases to the costs of our goods, services and personnel, which in turn cause our capital expenditures and labor costs to rise, including the estimated costs to complete the ASAOC environmental reclamation work. Sustained levels of high inflation have likewise caused the U.S. Federal Reserve and other central banks to increase interest rates, which could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could adversely affect our business. The forward‐looking information contained in this section is subject to the risk factors and assumptions contained in the “Cautionary Note Regarding Forward-Looking Statements” and “Risks Factors” sections. 47 Table of Contents Results of Operations Year Ended December 31, 20212022 Compared to the Year Ended December 31, 20202021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Year Ended ​ ​ December 31, ​ December 31, ​ December 31, ​ December 31, ​      2021      2020      2022      2021 EXPENSES   ​      ​      ​      ​    Consulting ​ $ 185,031 ​ $ 104,428 Corporate salaries and benefits ​   2,038,883 ​   1,404,980 ​ $ 1,893,965 ​ $ 2,038,883 Depreciation ​   58,922 ​   96,605 ​   61,294 ​   58,922 Directors’ fees ​   767,013 ​   333,489 ​   528,607 ​   767,013 Exploration ​   22,716,806 ​   26,416,999 ​   19,088,897 ​   22,716,806 Environmental liability expense ​   12,198,651 ​   — ​   4,564,611 ​   12,198,651 Gain on sale of equipment ​   — ​   (8,500) Office and administrative ​   1,493,211 ​   402,169 General and administration ​   762,897 ​   1,508,000 Gain on disposal of buildings and equipment ​ ​ (40,215) ​ ​ — Professional fees ​   1,261,038 ​   813,463 ​   1,825,484 ​   1,446,069 Shareholder and regulatory ​   555,517 ​   387,632 ​   646,319 ​   555,517 Travel and related costs ​   14,789 ​   32,801 OPERATING LOSS ​ $ 41,289,861 ​ $ 29,984,066 ​ ​ 29,331,859 ​ ​ 41,289,861 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER EXPENSES (INCOME) ​      ​      ​      ​      Change in fair value of warrant derivative ​   (774,094) ​   600,141 ​   (99,038) ​   (774,094) Change in fair value of convertible note derivative ​   (5,710,557) ​   179,133,742 ​   — ​   (5,710,557) Finance costs ​   362,551 ​   3,353,367 ​   — ​   362,551 Foreign exchange loss ​   842,573 ​   7,838,609 ​   41,179 ​   842,573 Grant income ​ ​ (75,000) ​ ​ — Interest income ​   (58,308) ​   (277,818) ​   (485,469) ​   (58,308) Total other expenses/(income) ​ $ (5,337,835) ​ $ 190,648,041 ​ ​ 618,328 ​ ​ (5,337,835) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Loss ​ $ 35,952,026 ​ $ 220,632,107 ​ $ 28,713,531 ​ $ 35,952,026 ​ Net Loss Net loss for the year ended December 31, 2021,2022, was $36.0$28.7 million compared with a net loss of $220.6$36.0 million for 2020.2021. This $184.6$7.2 million decrease for the year was primarily attributable to a $184.8$7.6 million decrease in non-cash losses related to the changeenvironmental liability expense, a $3.6 million decrease in fair value of the convertible note derivative,exploration costs, a $7.0$0.8 million decrease in foreign exchange loss, and a $3.7$0.7 million decrease in exploration costs, a $3.0 million decrease in finance costs,general and a $1.4 million decrease in non-cash losses related to the change in fair value of the warrant derivative.administration expense. These reductions were partially offset by a $12.2 million increase in environmental costs, a $1.1 million increase in office and administrative, a $0.6 million increase in corporate salaries and benefits, a $0.4 million increase in directors’ fees, a $0.4 million increase in professional fees, a $0.2 million increase in shareholder and regulatory expenses, a $0.2$5.7 million decrease in interest income,the gain recognized on the change in fair value of convertible note derivative as all notes were converted in 2021 and a $0.1$0.7 million increasedecrease in consulting.the gain on the change in fair value of warrant derivative. As noted above, for the year ended December 31, 2021,2022, the Corporation’s main focus was the continued evaluation and advancement of the Stibnite Gold Project. Consulting44 Table of Contents This expense relates to consulting services provided to the Corporation that do not relate to the exploration and evaluation of the Stibnite Gold Project. Consulting fees for the year ended December 31, 2021 are 77% higher than the previous year due to consulting work to support various corporate activities advanced in the first quarter of 2021, including the share consolidation and listing on the NASDAQ. Corporate Salaries and Benefits This expense results from salaries and benefits of the employees that are not directly related to the exploration and evaluation of the Stibnite Gold Project, primarily corporate employees. Salaries and benefits for the year ended December 31, 20212022 were $0.6$1.9 million, or 45%7.0%, higherlower than the previous year due to severance payments made to corporate employees in 2021.2021 and lower share-based compensation expense in 2022. 48 Table of Contents Directors’ Fees Each of the Corporation’s non-executive directors is entitled to annual base fees paid in quarterly installments, with the independent Lead Director, Chairs of Board Committees and Members of Board Committees receiving additional fees commensurate with each role. Directors’ fees are inclusive of cash fees and share-based compensation (deferred share units and stock options). This expense for the year ended December 31, 2021,2022, is $433,524,$0.5 million, or 130%31%, higherlower than the previous year primarily due to the increase in the number of stock options vesting in 2021 compared to 2020.lower share-based compensation expense. Exploration Exploration This expense relates to all exploration and evaluation expenditures related to the Stibnite Gold Project, including labor, drilling, field office costs, engineering, permitting, environmental and legal and sustainability costs. The Corporation’s exploration expenses of $22.7$19.1 million during the year ended December 31, 20212022 are $3.7$3.6 million, or 14%16%, lower than the previous year primarily due to a $3.9$1.7 million decrease in permitting, a $0.7$1.7 million decrease in legalconsulting and sustainabilitylabor costs, and a $0.5$0.6 million decrease in engineeringenvironmental and reclamation partially offset by a $1.5$0.8 million increase in consultinglegal and labor cost.sustainability. Permitting expenses for the year ended December 31, 2022 were lower than the previous year due to a decrease in technical support and analysis required as requests for additional information to support the preparation of the SDEIS was substantially complete by the second quarter of 2022. Additional details of expenditures incurred are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ Years Ended ​      December 31,       December 31,  ​ December 31,  ​ December 31,  ​ ​ 2021 ​ 2020      2022      2021 Consulting and labor cost ​ $ 7,547,802 ​ $ 6,085,693 ​ $ 5,891,878 ​ $ 7,547,802 Engineering ​   1,036,467 ​   1,551,112 ​   727,377 ​   1,036,467 Environmental and reclamation ​   711,307 ​   832,591 ​   151,392 ​   711,307 Field office and drilling support ​   2,051,234 ​   1,965,548 ​   1,878,153 ​   2,051,234 Legal and sustainability ​   1,399,976 ​   2,142,935 ​   2,171,757 ​   1,399,976 Permitting ​   9,970,020 ​   13,839,120 ​   8,268,340 ​   9,970,020 Exploration ​ $ 22,716,806 ​ $ 26,416,999 ​ $ 19,088,897 ​ $ 22,716,806 ​ Environmental Liability Expense This expense relates to the ASAOC signed in January 2021 to voluntarily address environmental conditions at the abandoned mine site. Upon signing of the ASAOC, the Company recorded an immediate expense of $7,473,805$7.5 million and a corresponding environmental reclamation liability. Cost estimates were developed with the use of engineering consultants, independent contractor quotes and the Company’s internal development team, and the timing of cash flows is recognized atbased on the present value of such costs.current schedule for early action items. In 2021,the year ended December 31, 2022, the total cost estimate to voluntarily address environmental conditionscomplete Phase 1 early cleanup actions increased to $12,198,651.$4.6 million driven by scope changes, inflation and higher fuel costs. As of December 31, 2021,2022, the cost estimate for the remaining environmental liability was $9,888,200.$10.8 million. General and Administration Office and Administrative This expense is predominantly insurance policies for the U.S. offices and is $1.1$0.7 million, or 271%49%, higherlower for the year ended December 31, 2021,2022, than the previous year primarily due to lower insurance relatedpremiums and the previous year included consulting work to support various corporate activities including the share consolidation and listing on the NASDAQ. 45 Table of Contents Gain on Disposal of Buildings and Equipment This item relates to the NASDAQ listing which commencedgain on the sale of buildings and equipment and is $40,215 for the year ended December 31, 2022, compared to nil for the previous year primarily due selling equipment with no carrying value for gross proceeds of $49,173 offset by writing off the carrying value of equipment no longer owned in February 2021.2022. Professional Fees This expense relates to the legal, accounting and accountingconsulting costs of the Corporation. The costsexpense for the year ended December 31, 20212022 were $447,575,$1.8 million, or 55%26%, higher than the previous year primarily due to legal and consulting work on various organizational changes implemented in 2021, including the share consolidation and NASDAQ listing which commenced in February 2021,related to new filings required as a U.S. domestic issuer and the ASAOC.associated costs. Accounting expense for the year ended December 31, 2022 were higher due to accounting fees related to the change in the basis of accounting for the Company’s consolidated financial statements from international standards to U.S. GAAP. Shareholder and Regulatory This expense relates to marketing, licenses and fees, and shareholder communications. The expense for the year ended December 31, 20212022 is $167,885,$0.6 million, or 43%16%, higher than the previous year primarily due to higher fees related to being listed on the NASDAQ listing which commenced in February 2021.and filing fees associated with being a U.S. domestic issuer. 49 Table of Contents Change in Fair Value of Warrant Derivative The Corporation issued 200,000 warrants in a financing transaction in May 2013, with an exercise price denominated in Canadian dollars. The Corporation determined that warrants with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from period to period have been recorded as a gain or loss in the Consolidated Statements of Operations. There are no circumstances under which Perpetua Resources will be required to pay cash upon exercise or expiry of the warrants or finder’s options (see Note 6 in the Consolidated Financial Statements).  The gain on the change in fair value of warrants decreased $0.7 million or 87% in 2022 compared to 2021. Change in Fair Value of Convertible Note Derivative The Corporation issued unsecured Convertible Notes with an interest rate of 0.05% per annum in March 2016 and March 2020 (together, the “Convertible Notes”) with an exercise price denominated in Canadian dollars. The Corporation determined that the Convertible Notes with an exercise price denominated in a currency that is different from the entity’s functional currency should be classified as a derivative and carried at their fair value. Any changes in their fair value from inception to balance sheet date have been recorded as a gain or loss in the Consolidated Statements of Operations. The convertible note derivative is valued at fair value. The decreaseDuring the year ended December 31, 2021, the change in fair value is duerelated to this derivative was $5.7 million. There was no similar amount during the conversion ofyear ended December 31, 2022 because all Convertible Notes during the year. During the year, the remaining Convertible Notes in the aggregate principal amount of C$15,409,901 were converted for 4,351,850 common shares of Perpetua Resources at a conversion rate of C$3.541 per common share (see Note 7 in the Consolidated Financial Statements).2021. Finance Costs Finance costs for the Corporation include accretion and interest expense related to the Convertible Notes described above, and transaction costs related to the conversion of the Convertible Notes issued in March 2020 and interest expense on lease liabilities.Notes. These costs for the year ended December 31, 2022, are $nil compared to $0.4 million recognized in 2021 are $2,990,816, or 89%, lower than the prior year due to notes converted in August 2020,because the remainder of the Convertible Notes converted in 2021 and transaction costs on Convertible Notes upon issuance in 2020.2021. Foreign Exchange Loss Changes in foreign exchange are driven by the change in value of the Canadian Dollar compared to the U.S. Dollar. The $842,573$0.8 million loss for the year ended December 31, 2021 iswas a result of the translation of the Corporation’s Canadian dollar denominated balances primarily on the Convertible Notes and the convertible note derivatives before their conversion in 2021. In 2020 large increases in2022, the valueloss decreased to $41,179 as all of the Convertible Note Derivatives duringNotes were converted in 2021. Grant Income This income is from the DOD funding to domestic production of military-grade antimony trisulfide. Grant income increased $0.1 million in the year as a result of a much higher stock price, drove a significant increase in foreign exchange lossesended December 31, 2022, compared the previous year as the value was converted from CAD to USD. In 2021, large decreasesgrants were awarded in the valueSeptember 2022. 46 Table of the Convertible Note Derivatives, due to both the conversion of Convertible Notes during 2020 and 2021 and a much lower stock price, drove a significant decrease in foreign exchange losses as the value was converted from CAD to USD.Contents Interest Income This income results from interest received on the Corporation’s cash balances. Interest income decreased $219,510increased $0.4 million in the year ended December 31, 2021,2022, compared to the previous year as a result of lowerdue to higher interest rates throughout the year and lowerhigher average cash balances in the first half of 2021.2022. Liquidity and Capital Resources Capital resources of Perpetua Resources consist primarily of cash and liquid short-term investments. As of December 31, 2021,2022, Perpetua Resources had cash and cash equivalents totaling approximately $47.9$22.7 million, approximately $1.2$0.9 million in other current assets and $5.7$2.7 million in trade and other payables. In August 2021, the Corporation completed a public offering for total gross proceeds of $57.5 million to be used to continue permitting, early restoration and field operations, engineering and design and general corporate purposes. 50 Table In December 2022, the Corporation was awarded a TIA of Contents With its current capital resources,up to $24.8 million under Title III of the DPA. The TIA is subject to negotiation of a definitized agreement with the DOD. Until the agreement is definitized, the maximum funding available under the TIA is capped at $18.6 million, 75% of the not-to-exceed amount. Perpetua Resources believes that it has sufficientexpects to enter into a definitized agreement in the first half of 2023. Under the funding agreement, Perpetua Resources may request reimbursement for certain costs incurred over 24 months related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and permitting process for the Stibnite Gold Project. As a result of the DPA funding, we reduced our planned use of the proceeds from the public offering for permitting and engineering and design work and reallocated those funds to continuegeneral corporate purposes and restoration work pursuant to advance the regulatory process relatedASAOC. Perpetua Resources expects that current cash resources, combined with the full $24.8 million of potential DPA funding under the TIA, is expected to provide the Company with sufficient liquidity to complete permitting for mine development beyond 2022.and early restoration activities on the current timeline as well as additional liquidity to begin advancing construction readiness into 2024.  Perpetua Resources plans to: ● Continue engaging with Project stakeholders to provide those stakeholders with the opportunity for a better understanding of the Project concepts and to provide a forum for such stakeholders to provide further input into the Project; ● Continue to collect environmental baseline data in support of the ongoing regulatory processes related to permitting for site restoration and redevelopment of the Project; ● Continue to advance the regulatory process for the restoration and redevelopment of the Project; and ● Continue to advance the voluntary early cleanup actions under the ASAOC. It is management’s opinion, based on the Corporation’s current capital resources and liquidity, combined with the full DPA funding under the TIA, that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue to advance the Stibnite Gold Project beyond 2022,2023, and to meet its administrative and overhead requirements for more than a year. Future financings to fund construction are anticipated through debt, equity, project specific debt, government funding and/or other means. Our continued operations are dependent on our ability to obtain additional financing or to generate future cash flows. However, there can be no assurance that we will be successful in our efforts to raise additional capital on terms favorable to us, or at all. Our anticipated expenditures in fiscal year 20222023 are approximately $27.5$33.6 million, which are expected to be funded from cash on hand.hand and the DPA funding reimbursements. These expenditures include an estimated $12.2$10.1 million to fund permitting of the Stibnite Gold Project, $10.5$9.1 million for general corporate purposes and administrative costs, $0.7$2.9 million for engineering and design work and $4.1$11.5 million to advance early restoration under the ASAOC and continue field operations. These costs are subject to change due to cost over-runs, delays or other unbudgeted events. See section Item 1A, Risk Factors – Risks Related to Our Business. Critical Accounting Estimates We believe the following accounting policies are critical to our consolidated financial statementsConsolidated Financial Statements due to the degree of uncertainty regarding the judgements or assumptions involved and/or the magnitude of the asset, liability, or expense being reported. Mineral Property Acquisition and Exploration Costs Mineral property acquisition costs are capitalized when incurred. Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of mineral property claims. 47 Table of Contents Costs related to the development of our mineral reserves are capitalized when it has been determined an ore body can be economically developed. The development stage begins when an ore body is determined to be economically recoverable based on Proven and Probable Mineral Reserves and ends when the production stage or exploitation of reserves begins. Major mine development expenditures are capitalized, including primary development costs such as costs of building access ways, tailings impoundment, development of water supply and infrastructure developments. Exploration costs include those relating to activities carried out (a) in search of previously unidentified mineral deposits, or (b) at undeveloped concessions. Pre-development activities involve costs incurred in the exploration stage that may ultimately benefit production that are expensed due to the lack of evidence of economic development, which is necessary to demonstrate future recoverability of these expenses. Secondary development costs are incurred for preparation of an ore body for production in a specific ore block or work area, providing a relatively short-lived benefit only to the mine area they relate to, and not to the ore body as a whole. Once production has commenced, capitalized costs will be depleted using the units-of-production method over the estimated life of the Proven and Probable Mineral Reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to the Consolidated Statements of Operations in that period. We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the future undiscounted cash flows are less than the carrying value of the property, a write down to the estimated fair value is charged to the Consolidated Statements of Operations for the period. Where estimates of future net cash flows are not available and where other conditions suggest impairment, management assesses if the carrying value can be recovered. 51 Table of Contents For significant exploration and development projects, interest is capitalized as part of the historical cost of developing and constructing assets in accordance with ASC 835-20. Interest is capitalized until the asset is ready for service. Capitalized interest is determined by multiplying the Company’s weighted-average borrowing cost on general debt by the average amount of qualifying costs incurred. Once an asset subject to interest capitalization is completed and placed in service, the associated capitalized interest is expensed through depletion or impairment. Derivative Instruments We evaluate our financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the Consolidated Statements of Operations. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities are classified in the balance sheet as current as settlement of the derivative instruments are at the option of the holder. We use the Black-Scholes option valuation model to value derivative liabilities. This model uses Level 3 inputs in the fair value hierarchy established by ASC 820 Fair Value Measurement. Share Based Compensation We account for all share-based payments and awards under the fair value-based method. Share-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of share-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if we had paid cash instead of paying with or using equity-based instruments. The cost of the share-based payments to non-employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term. We account for the granting of stock options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all stock options is expensed over their vesting period with a corresponding increase to additional paid-in capital. Compensation costs for share-based payments that do not include performance conditions are recognized on a straight-line basis. Compensation cost associated with a share-based award having a performance condition is recognized on the probable outcome of that performance condition during the requisite service period. Share-based awards with a performance condition are accrued on an award by award basis. We use the Black-Scholes option valuation model to calculate the fair value of stock options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates. Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities 48 Table of Contents and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under the asset and liability method, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion or the entire deferred tax asset will not be recognized. ​ 52 Table of Contents Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. ​ ​ 5349 Table of Contents Item 8. Financial Statements and Supplementary Data. PERPETUA RESOURCES CORP. TABLE OF CONTENTS     ​      Page ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238) ​ F-2 ​ ​ ​ ReportConsolidated Balance Sheets as of Independent Registered Public Accounting FirmDecember 31, 2022 and 2021 (PCAOB ID No. 1208) ​ F-3 ​ ​ ​ Consolidated Balance Sheets asStatements of Operations for the Years Ended December 31, 20212022 and 20202021 ​ F-4 ​ ​ ​ Consolidated Statements of OperationsChanges in Shareholders’ Equity for the Years Ended December 31, 20212022 and 20202021 ​ F-5 ​ ​ ​ Consolidated Statements of Cash Flows for the Years Ended December 31, 20212022 and 2020 ​ F-7 ​ ​ Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2021 and 2020 ​ F-6 ​ ​ Notes to the Consolidated Financial Statements ​ F-8F-7 ​ ​ ​ ​ F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Perpetua Resources Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheetsheets of Perpetua Resources Corp. and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of changes in shareholders’ equity and of cash flows for the yearyears then ended, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the yearyears then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our auditaudits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditaudits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our auditaudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our auditaudits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit providesaudits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP Denver, Colorado March 18, 202216, 2023 We have served as the Company’s auditor since 2021. ​ ​ F-2 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Perpetua Resources Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Perpetua Resources Corp. and subsidiaries (the "Company") as of December 31, 2020, the related consolidated statements of operations, changes in shareholders’ equity, and cash flows, for the year ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and its financial performance and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Deloitte LLP Chartered Professional Accountants Vancouver, Canada February 11, 2022 We have served as the Company’s auditor since 2011. ​ ​ F-3 Table of Contents Perpetua Resources Corp. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,  ​ December 31,  ​ December 31,  ​ December 31,  ​      2021      2020      2022      2021 ASSETS   ​      ​      ​      ​    CURRENT ASSETS   ​      ​      ​      ​    Cash and cash equivalents ​ $ 47,852,846 ​ $ 25,037,766 ​ $ 22,667,047 ​ $ 47,852,846 Receivables ​   279,946 ​   107,727 ​   280,150 ​   279,946 Prepaid expenses ​   946,281 ​   646,996 ​   614,930 ​   946,281 ​ ​   49,079,073 ​   25,792,489 ​   23,562,127 ​   49,079,073 NON-CURRENT ASSETS ​      ​      ​   ​ ​      Buildings and equipment, net (Note 3) ​   165,256 ​   189,294 ​   294,980 ​   165,256 Right-of-use assets (Note 4) ​   49,103 ​   235,965 ​   68,675 ​   49,103 Environmental reclamation bond (Note 13) ​ ​ 3,000,000 ​ ​ — Environmental reclamation bond (Note 11) ​ ​ 3,000,000 ​ ​ 3,000,000 Mineral properties and interest (Note 5) ​   72,204,334 ​   71,913,864 ​   72,519,373 ​   72,204,334 TOTAL ASSETS ​ $ 124,497,766 ​ $ 98,131,612 ​ $ 99,445,155 ​ $ 124,497,766 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY ​      ​      ​      ​      CURRENT LIABILITIES ​      ​      ​      ​      Trade and other payables ​ $ 2,838,214 ​ $ 3,736,222 ​ $ 2,741,516 ​ $ 2,838,214 Lease liabilities (Note 4) ​   69,987 ​   201,825 ​   70,449 ​   69,987 Environmental reclamation liabilities (Note 13) ​ ​ 2,835,000 ​ ​ — Environmental reclamation liabilities (Note 11) ​ ​ 9,590,766 ​ ​ 2,835,000 ​ ​   5,743,201 ​   3,938,047 ​   12,402,731 ​   5,743,201 NON-CURRENT LIABILITIES ​      ​      ​      ​      Convertible notes (Note 7) ​   — ​   9,562,293 Convertible note derivative (Notes 7,8) ​   — ​   26,060,446 Warrant derivative (Notes 6) ​   100,770 ​   874,864 ​   1,732 ​   100,770 Lease liabilities (Note 4) ​   — ​   65,136 Environmental reclamation liabilities (Note 13) ​   7,053,200 ​   — Environmental reclamation liabilities (Note 11) ​   1,210,170 ​   7,053,200 TOTAL LIABILITIES ​   12,897,171 ​   40,500,786 ​   13,614,633 ​   12,897,171 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ COMMITMENT AND CONTINGENCIES (Note 14) ​      ​      COMMITMENT AND CONTINGENCIES (Note 12) ​      ​      ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SHAREHOLDERS’ EQUITY (Note 9) ​      ​      Common stock, 0 par value, unlimited shares authorized, 62,971,859 and 47,481,134 shares outstanding, respectively ​   615,359,152 ​   528,715,788 SHAREHOLDERS’ EQUITY (Note 8) ​      ​      Common stock, no par value, unlimited shares authorized, 63,011,777 and 62,971,859 shares outstanding, respectively ​   615,553,448 ​   615,359,152 Additional paid-in capital ​ ​ 29,454,696 ​ ​ 26,176,265 ​ ​ 32,203,858 ​ ​ 29,454,696 Accumulated deficit ​   (533,213,253) ​   (497,261,227) ​   (561,926,784) ​   (533,213,253) TOTAL SHAREHOLDERS’ EQUITY ​   111,600,595 ​   57,630,826 ​   85,830,522 ​   111,600,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY ​ $ 124,497,766 ​ $ 98,131,612 ​ $ 99,445,155 ​ $ 124,497,766 ​ See accompanying notes to the consolidated financial statements ​ F-4F-3 Table of Contents Perpetua Resources Corp. CONSOLIDATED STATEMENTS OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31 ​      2021      2020 EXPENSES   ​      ​    Consulting ​ $ 185,031 ​ $ 104,428 Corporate salaries and benefits ​   2,038,883 ​   1,404,980 Depreciation ​   58,922 ​   96,605 Directors’ fees ​   767,013 ​   333,489 Exploration ​ ​ 22,716,806 ​ ​ 26,416,999 Environmental liability expense ​ ​ 12,198,651 ​ ​ — Gain on sale of equipment ​ ​ — ​ ​ (8,500) Office and administrative ​   1,493,211 ​   402,169 Professional fees ​   1,261,038 ​   813,463 Shareholder and regulatory ​   555,517 ​   387,632 Travel and related costs ​   14,789 ​   32,801 OPERATING LOSS ​   41,289,861 ​   29,984,066 ​ ​ ​ ​ ​ ​ ​ OTHER EXPENSES (INCOME) ​      ​      Change in fair value of warrant derivative (Note 6) ​   (774,094) ​   600,141 Change in fair value of convertible note derivative (Note 8) ​   (5,710,557) ​   179,133,742 Finance costs ​   362,551 ​   3,353,367 Foreign exchange loss ​   842,573 ​   7,838,609 Interest income ​   (58,308) ​   (277,818) Total other loss (income) ​   (5,337,835) ​   190,648,041 ​ ​ ​ ​ ​ ​ ​ NET LOSS ​ $ 35,952,026 ​ $ 220,632,107 ​ ​ ​ ​ ​ ​ ​ NET LOSS PER SHARE, BASIC AND DILUTED ​ $ 0.66 ​ $ 6.45 ​ ​ ​ ​ ​ ​ ​ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED ​   54,530,322 ​   34,227,710 ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31 ​      2022      2021 EXPENSES   ​      ​    Corporate salaries and benefits ​ $ 1,893,965 ​ $ 2,038,883 Depreciation ​   61,294 ​   58,922 Directors’ fees ​   528,607 ​   767,013 Exploration ​ ​ 19,088,897 ​ ​ 22,716,806 Environmental liability expense ​ ​ 4,564,611 ​ ​ 12,198,651 General and administration ​   762,897 ​   1,508,000 Gain on disposal of buildings and equipment ​ ​ (40,215) ​ ​ — Professional fees ​   1,825,484 ​   1,446,069 Shareholder and regulatory ​   646,319 ​   555,517 OPERATING LOSS ​   29,331,859 ​   41,289,861 ​ ​ ​ ​ ​ ​ ​ OTHER EXPENSES (INCOME) ​   ​ ​      Change in fair value of warrant derivative (Note 6) ​   (99,038) ​   (774,094) Change in fair value of convertible note derivative (Note 7) ​   — ​   (5,710,557) Finance costs ​   — ​   362,551 Foreign exchange loss ​   41,179 ​   842,573 Grant income ​ ​ (75,000) ​ ​ — Interest income ​   (485,469) ​   (58,308) Total other loss (income) ​   (618,328) ​   (5,337,835) ​ ​ ​ ​ ​ ​ ​ NET LOSS ​ $ 28,713,531 ​ $ 35,952,026 ​ ​ ​ ​ ​ ​ ​ NET LOSS PER SHARE, BASIC AND DILUTED ​ $ 0.46 ​ $ 0.66 ​ ​ ​ ​ ​ ​ ​ WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC AND DILUTED ​   62,986,816 ​   54,530,322 ​ See accompanying notes to the consolidated financial statements ​ ​ ​ F-5F-4 Table of Contents Perpetua Resources Corp. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the years ended December 31, 20212022 and 20202021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional Paid ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ in ​ Accumulated ​ ​ ​ ​      Shares      Amount      Capital      Deficit      Total BALANCE, December 31, 2019   27,112,550 ​ $ 283,489,579 ​ $ 25,882,517 ​ $ (276,629,120) ​ $ 32,742,976 Share based compensation   — ​   — ​ ​ 1,546,771 ​   — ​   1,546,771 Shares issued upon conversion of convertible notes   19,969,280 ​   242,142,800 ​ ​ — ​   — ​   242,142,800 Share issue cost   — ​   (22,148) ​ ​ — ​   — ​   (22,148) Shares issued through stock appreciation rights   24,142 ​   233,103 ​ ​ (186,334) ​   — ​   46,769 Exercise of share purchase options   375,162 ​   2,872,454 ​ ​ (1,066,689) ​   — ​   1,805,765 Net loss for the year   — ​   — ​ ​ — ​   (220,632,107) ​   (220,632,107) BALANCE, December 31, 2020   47,481,134 ​ ​ 528,715,788 ​ ​ 26,176,265 ​ ​ (497,261,227) ​ ​ 57,630,826 Share based compensation   — ​   — ​ ​ 3,949,204 ​   — ​   3,949,204 Shares sold through stock offering (Note 9)   10,952,382 ​   57,500,005 ​ ​ — ​   — ​   57,500,005 Share issue cost   — ​   (3,243,184) ​ ​ — ​   — ​   (3,243,184) Shares issued upon conversion of convertible notes (Note 8)   4,351,850 ​   31,183,654 ​ ​ — ​   — ​   31,183,654 Shares issued through stock appreciation rights   39,789 ​   301,794 ​ ​ (279,868) ​   — ​   21,926 Restricted shares units distributed ​ 21,166 ​ ​ 119,981 ​ ​ (119,981) ​ ​ — ​ ​ — Exercise of share purchase options   125,538 ​   781,114 ​ ​ (270,924) ​   — ​   510,190 Net loss for the year   — ​   — ​ ​ — ​   (35,952,026) ​   (35,952,026) BALANCE, December 31, 2021   62,971,859 ​ $ 615,359,152 ​ $ 29,454,696 ​ $ (533,213,253) ​ $ 111,600,595 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional Paid ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ in ​ Accumulated ​ ​ ​ ​      Shares      Amount      Capital      Deficit      Total BALANCE, December 31, 2020   47,481,134 ​ $ 528,715,788 ​ $ 26,176,265 ​ $ (497,261,227) ​ $ 57,630,826 Share based compensation   — ​   — ​ ​ 3,949,204 ​   — ​   3,949,204 Shares sold through stock offering (Note 8)   10,952,382 ​   57,500,005 ​ ​ — ​   — ​   57,500,005 Share issue cost   — ​   (3,243,184) ​ ​ — ​   — ​   (3,243,184) Shares issued upon conversion of convertible notes (Note 7)   4,351,850 ​   31,183,654 ​ ​ — ​   — ​   31,183,654 Shares issued through stock appreciation rights   39,789 ​   301,794 ​ ​ (279,868) ​   — ​   21,926 Restricted shares units distributed   21,166 ​   119,981 ​ ​ (119,981) ​   — ​   — Exercise of share purchase options   125,538 ​ ​ 781,114 ​ ​ (270,924) ​ ​ — ​ ​ 510,190 Net loss for the year   — ​   — ​ ​ — ​   (35,952,026) ​   (35,952,026) BALANCE, December 31, 2021 ​ 62,971,859 ​ ​ 615,359,152 ​ ​ 29,454,696 ​ ​ (533,213,253) ​ ​ 111,600,595 Share based compensation ​ — ​ ​ — ​ ​ 2,943,458 ​ ​ — ​ ​ 2,943,458 Restricted and performance shares units distributed ​ 39,918 ​ ​ 194,296 ​ ​ (194,296) ​ ​ — ​ ​ — Net loss for the year   — ​   — ​ ​ — ​   (28,713,531) ​   (28,713,531) BALANCE, December 31, 2022   63,011,777 ​ ​ 615,553,448 ​ ​ 32,203,858 ​ ​ (561,926,784) ​ ​ 85,830,522 Footnotes: Common share amounts have been retrospectively restated for all prior periods to reflect the Share Consolidation effected on January 27, 2021. Refer to Note 9(a) – Equity - Authorized for more information​ See accompanying notes to the consolidated financial statements ​ ​ F-6F-5 Table of Contents Perpetua Resources Corp. CONSOLIDATED STATEMENTS OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended ​ ​ December 31, 2021 ​ December 31, 2020 OPERATING ACTIVITIES:   ​      ​    Net loss ​ $ (35,952,026) ​ $ (220,632,107) Noncash items included in net loss: ​      ​      Share based compensation (Note 9) ​   3,949,204 ​   1,546,771 Depreciation (Note 3) ​   58,922 ​   96,605 Accretion of convertible debt discount (Note 7) ​   362,545 ​   3,096,636 Gain on disposal of buildings and equipment ​   — ​   (8,500) Change in fair value of warrant derivative (Note 6) ​   (774,094) ​   600,141 Change in fair value of convertible note derivative (Note 8) ​   (5,710,557) ​   179,133,742 Environmental liability expense ​ ​ 12,198,651 ​ ​ — Unrealized foreign exchange loss ​   917,662 ​   7,922,572 Changes in: ​   ​ ​      Receivables ​   (182,331) ​   15,849 Prepaid expenses ​   (299,285) ​   135,420 Trade and other payables ​   (905,198) ​   (682,198) Environmental reclamation liabilities ​ ​ (2,310,451) ​ ​ — Net cash used in operating activities ​   (28,646,958) ​   (28,775,069) ​ ​ ​ ​ ​ ​ ​ INVESTING ACTIVITIES: ​      ​      Investment in mineral properties and interest (Note 5) ​   (290,470) ​   (490,495) Purchase of buildings and equipment ​   (34,884) ​   (38,796) Sale of buildings and equipment ​   — ​   8,500 Purchase of surety bond ​ ​ (3,000,000) ​ ​ — Net cash used in investing activities ​   (3,325,354) ​   (520,791) ​ ​ ​ ​ ​ ​ ​ FINANCING ACTIVITIES: ​      ​      Proceeds from issuance of Convertible Notes, net (Note 7) ​   — ​   35,000,000 Proceeds from sale of common stock ​ ​ 57,500,005 ​ ​ — Payment of shares issue costs (Note 9) ​   (3,243,184) ​   (259,319) Finance cost deducted as share issue costs ​ ​ — ​ ​ 224,210 Proceeds from exercise of share purchase options (Note 9) ​   532,116 ​   1,852,534 Net cash provided by financing activities ​   54,788,937 ​   36,817,425 ​ ​ ​ ​ ​ ​ ​ Effect of foreign exchange on cash and cash equivalents ​   (1,545) ​ ​ 11,579 Net increase in cash and cash equivalents ​   22,815,080 ​ ​ 7,533,144 Cash and cash equivalents, beginning of year ​   25,037,766 ​ ​ 17,504,622 Cash and cash equivalents, end of year ​ $ 47,852,846 ​ $ 25,037,766 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL CASH FLOW INFORMATION: ​      ​      Cash paid for interest ​ $ 7,190 ​ $ 32,521 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS ​      ​      Cash ​ $ 2,423,974 ​ $ 2,244,839 Investment savings accounts ​   24,246,918 ​   6,588,184 GIC and term deposits ​   21,181,954 ​   16,204,743 Total cash and cash equivalents ​ $ 47,852,846 ​ $ 25,037,766 ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended ​ ​ December 31, 2022 ​ December 31, 2021 OPERATING ACTIVITIES:   ​      ​    Net loss ​ $ (28,713,531) ​ $ (35,952,026) Noncash items included in net loss: ​   ​ ​   ​ Share based compensation (Note 8) ​   2,943,458 ​   3,949,204 Depreciation (Note 3) ​   61,294 ​   58,922 Accretion of convertible debt discount (Note 7) ​   — ​   362,545 Gain on disposal of buildings and equipment ​   (40,215) ​   — Change in fair value of warrant derivative (Note 6) ​   (99,038) ​   (774,094) Change in fair value of convertible note derivative (Note 7) ​   — ​   (5,710,557) Environmental liability expense (Note 11) ​ ​ 4,564,611 ​ ​ 12,198,651 Unrealized foreign exchange loss ​   5,772 ​   917,662 Changes in: ​   ​ ​   ​ Receivables ​   (204) ​   (182,331) Prepaid expenses ​   331,351 ​   (299,285) Trade and other payables ​   (115,808) ​   (905,198) Environmental reclamation liabilities (Note 11) ​ ​ (3,651,875) ​ ​ (2,310,451) Net cash used in operating activities ​   (24,714,185) ​   (28,646,958) ​ ​ ​ ​ ​ ​ ​ INVESTING ACTIVITIES: ​   ​ ​   ​ Investment in mineral properties and interest (Note 5) ​   (315,039) ​   (290,470) Purchase of buildings and equipment ​   (199,976) ​   (34,884) Proceeds from sale of buildings and equipment ​   49,173 ​   — Purchase of surety bond ​ ​ — ​ ​ (3,000,000) Net cash used in investing activities ​   (465,842) ​   (3,325,354) ​ ​ ​ ​ ​ ​ ​ FINANCING ACTIVITIES: ​      ​      Proceeds from sale of common stock ​ ​ — ​ ​ 57,500,005 Payment of shares issue costs (Note 8) ​   — ​   (3,243,184) Proceeds from exercise of share purchase options (Note 8) ​   — ​   532,116 Net cash provided by financing activities ​   — ​   54,788,937 ​ ​ ​ ​ ​ ​ ​ Effect of foreign exchange on cash and cash equivalents ​   (5,772) ​ ​ (1,545) Net increase (decrease) in cash and cash equivalents ​   (25,185,799) ​ ​ 22,815,080 Cash and cash equivalents, beginning of year ​   47,852,846 ​ ​ 25,037,766 Cash and cash equivalents, end of year ​ $ 22,667,047 ​ $ 47,852,846 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL CASH FLOW INFORMATION: ​   ​ ​   ​ Cash paid for interest ​ $ 8,228 ​ $ 7,190 ​ ​ ​ ​ ​ ​ ​ NONCASH INVESTING AND FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Recognition of operating lease liability and right-of-use asset ​ $ 142,487 ​ $ — ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS ​   ​ ​   ​ Cash ​ $ 4,255,355 ​ $ 2,423,974 Investment savings accounts ​   13,304,761 ​   24,246,918 GIC and term deposits ​   5,106,931 ​   21,181,954 Total cash and cash equivalents ​ $ 22,667,047 ​ $ 47,852,846 ​ See accompanying notes to the consolidated financial statements ​ ​ F-7F-6 Table of Contents Perpetua Resources Corp. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1.Nature of Operations Perpetua Resources Corp. (the “Corporation”, the “Company”, “Perpetua Resources” or “Perpetua”) was incorporated on February 22, 2011 under the Business Corporation Act of British Columbia. The Company was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA. The Company’s principal asset is 100% ownership in subsidiaries that control the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”). The Company currently operates in 1one segment, mineral exploration in the United States. The Corporation has had continuing net losses and has an accumulated deficit of approximately $533.2$561.9 million as of December 31, 2021.2022. As of December 31, 2021,2022, the Company had cash and cash equivalents totaling approximately $47.9$22.7 million and net working capital of approximately $43.3$11.2 million. It is management’s opinion, based on the Corporation’s current capital resources and liquidity, combined with the up to $24.8 million in funding awarded under the Technology Investment Agreement (the “TIA”) pursuant to Title III of the Defense Production Act (“DPA”), that the Corporation will have sufficient assets to discharge its liabilities as they become due, to continue advancing the regulatory process related to permitting for mine development for a reasonable period of timeat least 12 months from the date these consolidated financial statements are issued. ​ 2.Summary of Significant Accounting Policies Basis of Presentation These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). a.     Basis of Consolidation These consolidated financial statements include the financial statements of Perpetua Resources and its wholly owned subsidiary companies: Perpetua Resources Idaho, Inc.; Idaho Gold Resource Company, LLC; and Stibnite Gold Company (merged with Idaho Gold Resource Company, LLC in 2021 and liquidated). All intercompany transactions, balances, income and expenses have been eliminated. b.     Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statementsConsolidated Financial Statements and the reported amounts of expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuations and share-based compensation. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between estimates and the actual results, future results of operations will be affected. c.     Functional and Reporting Currency Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The functional and reporting currency of the Company and its subsidiaries is the U.S. Dollar (“USD” or “$”). All amounts in these consolidated financial statements are in USD, unless otherwise stated. F-7 Table of Contents Transactions in currencies other than the entity’s functional currency are recorded at the exchange rate prevailing at the dates of the transactions. Monetary assets and liabilities are translated using the period end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate. All gains and losses on translation of these foreign currency transactions are included in the Consolidated Statements of Operations. F-8 Table of Contents d.     Cash and Cash Equivalents For the purpose of the consolidated balance sheetsConsolidated Balance Sheets and consolidated statementsConsolidated Statements of cash flows,Cash Flows, the Company considers all highly liquid investments readily convertible to a known amount of cash with an original maturity of three months or less and subject to an insignificant risk of changes in value to be cash equivalents. e.     Buildings and Equipment Buildings and equipment are recorded at cost less depreciation and depletion and accumulated impairment losses, if any. We capitalize expenditures for improvements that significantly extend the useful life of an asset. We charge expenditures for maintenance and repairs to operations when incurred. When an asset is sold, we recognize a gain (loss) in the Consolidated Statements of Operations based upon the proceeds received on the sale less the net carrying value of the asset. The cost of self-constructed assets includes the cost of materials, direct labor and an appropriate portion of normal overhead. Portions of interest costs incurred on debt is capitalized as a part of the cost of constructing or acquiring certain qualifying assets. The Company depreciates its assets, less their estimated residual values, as follows: ​ ​ ​ ​ ​ ​ Category      Method      Useful life Equipment and Vehicles   Straight-line   3 to 7 years BuildingsBuilding Leasehold Improvements   Straight-line   5 to 8 years ​ Buildings and equipment held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of buildings and equipment, the recoverability test is performed using undiscounted net cash flows related to the assets or asset group. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets or asset group. f.     Mineral Properties and Interest Perpetua Resources is in the development stage based on the Company’s Probable Mineral Reserves as set forth in the TRS.Technical Report Summary, dated as of December 31, 2021, and amended as of June 6, 2022 (the “TRS”). Mineral properties and interest acquisition costs, including indirectly related acquisition costs, are capitalized when incurred. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are capitalized as mineral properties and interest acquisition costs at such time as the payments are made. Exploration costs are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established Proven and Probable Mineral Reserves under the United States Securities and Exchange Commission (“SEC”) S-K 1300, development costs related to such reserves and incurred after such determination will be considered for capitalization. The establishment of Proven and Probable Mineral Reserves is based on results of feasibility studies, which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Capitalized amounts relating to a property that is abandoned or otherwise considered uneconomic for the foreseeable future are written off. We review and evaluate the net carrying value of mineral properties and interest for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. F-8 Table of Contents If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value. The recoverability of the carrying values of mineral properties and interest is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. F-9 Table of Contents g.     Leases Upon inception, we determine if a contractual arrangement is, or contains, a lease. Right-of-use (“ROU”) assets and liabilities related to operating leases are separately reported in the consolidated balance sheets.Consolidated Balance Sheets. The Company currently has 0no finance leases. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Operating lease ROU assets and liabilities also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. h.     Share Based Compensation The Company uses its common stock for various forms of share based compensation arrangements entered into with directors, officers, employees and consultants. Share based compensation arrangements are accounted for at fair value on the date of grant. For awards with graded vesting, the fair value of each tranche is measured separately and recognized over its respective vesting period. Total amount recognized as expense is adjusted to reflect the number of share options which ultimately vest. The Company recognizes forfeitures as they occur. The fair value of stock options is determined using a Black-Scholes valuation model. Option pricing models require the input of subjective assumptions including the length of time employees will retain their vested stock options before exercising them, expected share price volatility, and interest rate. Changes in the input assumptions can materially affect the fair value estimate and the Company'sCompany’s net loss. The fair value of other share-based awards is based on the valuation of the common stock on the date of grant. The fair value of time-based awards that are ultimately expected to vest is recognized as an expense on a straight-line basis over the requisite service period. The fair value of performance-based awards is adjusted for the probability of achieving the performance conditions and is recognized on a straight line basis over the term of the award agreement. i.     Reclamation and Remediation Costs and Asset Retirement Obligations The Company is subject to various government laws and regulations relating to environmental disturbances caused by exploration, development and production activities. The estimated costs associated with environmental remediation obligationsreclamation liabilities are accrued in the period in which the liability is incurred if it is reasonably estimable or known. Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature of Company’s operations, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company has $9,888,200 and $0periodically reviews accrued at December 31, 2021 and 2020, respectively,liabilities for such obligations.reclamation and remediation costs as evidence indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the Consolidated Statements of Operations in the period an estimate is revised. F-9 Table of Contents The Company recognizes asset retirement obligations for statutory, contractual, or legal obligations associated with buildings and equipment and mineral interests and properties when those obligations result from the acquisition, construction, development or normal operation of the assets. The Company records a liability for the present value of estimated reclamation costs, and the related asset created with it, in the period in which the liability is incurred. The liability is accreted, and the asset is depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation are made in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value of such costs. The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. The Company has 0no asset retirement obligations as of December 31, 20212022 and 2020. F-10 Table of Contents Future reclamation and environmental-related expenditures are difficult to estimate in many circumstances due to the early-stage nature of Company’s operations, the uncertainties associated with defining the nature and extent of environmental disturbance, the application of laws and regulations by regulatory authorities and changes in reclamation or remediation technology. The Company periodically reviews accrued liabilities for such reclamation and remediation costs as evidence indicating that the liabilities have potentially changed becomes available. Changes in estimates are reflected in the Consolidated Statements of Operations in the period an estimate is revised.2021. j.     Fair Value Measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. k.     Convertible Debt Upon the issuance of convertible debt, the Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If the conversion feature does not require derivative treatment, the instrument is evaluated for consideration of any beneficial conversion features. The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity if they are freestanding and meet the conditions for equity classification. The equity component is treated as a discount on the liability component of the convertible debt, which is amortized over the term of the convertible debt using the effective interest rate method. Debt issuance costs related to the convertible debt are allocated to the liability and equity components of the convertible debt based on their relative values. Debt issuance costs allocated to the liability component are amortized over the life of the convertible debt as additional non-cash interest expense. Transaction costs allocated to equity are netted with the equity component of the convertible debt instrument in shareholders’ equity. l.     Derivative Instruments Derivative instruments are recognized as either assets or liabilities on the consolidated balance sheetsConsolidated Balance Sheets at fair value. The accounting for changes in the fair value of derivative instruments depends on their intended use and resulting hedge designations. Changes in the fair value of derivative instruments not designated as hedges are recorded in the consolidatedConsolidated Statements of Operations as a component of other income (expense). The Company has 0no derivative instruments designated as hedges at December 31, 2022 and December 31, 2021. The Company evaluates and accounts for embedded derivatives in its financial instruments based on three criteria that, if met, require bifurcation of embedded derivatives from their host instruments and accounting for them as free-standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not required to be re-measured at fair value and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is shown at its fair value at each balance sheet date and recorded as an asset or liability with the change in fair value recorded in the Consolidated Statements of Operations as other income (expense). F-11F-10 Table of Contents The Company uses the Black-Scholes Option Pricing Model or other valuation models for valuation of the conversion option derivative associated with its convertible notes and warrant derivative. Valuation models require the input of subjective assumptions including expected share price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s net loss. m.     Income Taxes Income taxes are accounted for under the liability method. Under this method deferred income tax liabilities or assets are recorded for expected future tax consequences of temporary differences between the financial statement carrying amounts and the tax bases of those assets and liabilities, as well as operating loss and tax credit carryforwards, using enacted tax rates in effect in the years in which the differences are expected to reverse. We provide for federal, state and foreign income taxes currently payable, if any. Federal, state and foreign tax benefits are recorded as a reduction of income taxes, when applicable. A valuation allowance is recorded against deferred tax assets if management does not believe the Company is more likely than not that the asset will be recognized. We evaluate available positive and negative evidence available to determine the amount of valuation allowance required on our deferred tax assets. We evaluate uncertain tax positions in a two-step process, whereby (i) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the related tax authority would be recognized. n.     Loss Per Share Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of share purchase options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding share purchase options were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting periods. The dilutive effect of convertible debt securities is reflected in the diluted earnings (loss) per share calculation using the if-converted method. Conversion of the debt securities is not assumed for purposes of calculating diluted earnings (loss) per share if the effect is anti-dilutive. The Company’s potential dilutive shares of common stock include outstanding share purchase options, restricted share units (RSUs), performance share units (PSUs), deferred share units (DSU), warrants(DSUs) and convertible notes.warrants. Potentially diluted shares as of December 31, 2022 and December 31, 2021 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31,  ​ December 31, ​ ​ 2021 ​ 2020      2022      2021 Share purchase options      2,497,150 ​ 1,959,588      1,945,650 ​ 2,497,150 Share units ​ 82,297 ​ — Shares units ​ 780,897 ​ 82,297 Warrants   200,000 ​ 200,000   200,000 ​ 200,000 Convertible notes ​ — ​ 4,351,850 Balance   2,779,447 ​ 6,511,438 Total   2,926,547 ​ 2,779,447 ​ All potentially dilutive shares were excluded from the calculation of diluted loss per share as their exercise and conversionimpact would be anti-dilutive. o.     Financial Instruments The Company’s financial instruments consist of cash and cash equivalents and convertible notes.the environmental reclamation bond. The fair values of these instruments approximate their carrying value given their short-term nature unless otherwise noted. p.     Concentration of Credit Risk The financial instrument which potentially subjects the Company to credit risk is cash and cash equivalents. The Corporation holds its cash with Canadian chartered banks and the risk of default is considered to be remote. As part of its cash management process, the Company regularly monitors the relative credit standing of these institutions. q.     Reclassifications Certain amounts in prior years have been reclassified to conform with the current period presentation. r.     Grant income From time to time, the Company may be awarded government grants. US GAAP does not have specific accounting standards covering government grants to business entities. The Company applies International Accounting Standards 20 (“IAS 20”), F-12F-11 Table of Contents q.     COVID-19 In March 2020,Accounting for Government Grants and Disclosure of Government Assistance by analogy when accounting for government grants. Under IAS 20, government grants are initially recognized when there is reasonable assurance the World Health Organization declaredconditions of the outbreak of COVID-19grant will be met and the grant will be received. After initial recognition, government grants are recognized in earnings on a global pandemic. Government measuressystematic basis in a manner that mirrors the manner in which the Company recognizes the underlying costs for which the grant is intended to limit the spread of COVID-19, including the closure of non-essential businesses, did not materially disrupt the Company’s operations during the year. Due to the rapid developments and uncertainty surrounding COVID-19,compensate. A grant receivable is recognized if it is not possible to predict the impact that COVID-19 will have on our business, financial position and operating results in the future.compensates for expenses or losses already incurred. The Company is closely monitoringhas adopted the impactdisclosure requirements of the pandemic on all aspects of its business.Accounting Standards Codification (“ASC”) 832 Government Assistance. r.s.     Research and Development Costs Research and development costs are recognized as operating expenses when incurred and are classified as exploration costs. t.     Recently Issued Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (the “FASB”) issued ASUAccounting Standard Update(“ASU”) No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments, requiring bifurcation only if the convertible debt feature qualifies as a derivative or for convertible debt issued at a substantial premium. The ASU removes certain settlement conditions required for equity contracts to qualify for the derivative scope exception, permitting more contracts to qualify for the exception. In addition, the guidance eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The ASU is effective for annual reporting periods beginning after December 15, 2021,2023 for smaller reporting companies, including interim reporting periods within those annual periods, with early adoption permitted no earlier than the fiscal year beginning after December 15, 2020.2021. The Company will adoptearly adoption of this ASUupdate on January 1, 2022 and is currently evaluating the potentialdid not have a material impact of the new guidance on our consolidated financial statements. From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s consolidated financial statements upon adoption. ​ 3.Buildings and Equipment At December 31, 20212022 and 2020,2021, the Company’s buildings and equipment were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      Years ended      ​ ​ ​ December 31, 2021 ​ December 31, 2020      December 31, 2022      December 31, 2021 Buildings ​ $ 2,320,291 ​ $ 2,320,291 ​ $ 2,249,908 ​ $ 2,320,291 Equipment and Vehicles ​   4,284,020 ​   4,249,136 ​   4,253,346 ​   4,284,020 ​ ​   6,604,311 ​   6,569,427 ​   6,503,254 ​   6,604,311 Accumulated Depreciation ​   (6,439,055) ​   (6,380,133) ​   (6,208,274) ​   (6,439,055) Balance ​ $ 165,256 ​ $ 189,294 ​ $ 294,980 ​ $ 165,256 ​ Depreciation expense on buildings and equipment for the years ended December 31, 2022 and 2021 was $61,294 and 2020 was $58,922, and $96,605, respectively. ​ F-13F-12 Table of Contents 4.Leases TheAt December 31, 2022, the Company has varioustwo lease agreements for building space for the corporate office in Vancouver, BC, and for the U.S. subsidiaries in Donnelly and Boise, Idaho both of which have been determined to be operating leases. Both leases provide the option for the Company to extend leases for additional time periods of one and two years, respectively, which was not recognized as part of the right to use assets and lease liabilities value. For measurement of the original lease liability and right of use asset, the Company assumed a discount rate of 10.0% based on the Company'sCompany’s incremental borrowing rate. During the years ended December 31, 2022 and 2021, the Company recognized $207,963 and $206,200, respectively, in rent expense which is included in general and administration expense on the Consolidated Statements of Operations. The weighted average remaining lease term for operating leases as of December 31, 20212022 was 0.50.7 years. During the years ended December 31, 2021 and 2020, the Company recognized $206,200 and $275,532, respectively, in rent expense which is included in office and administrative expense on the Consolidated Statements of Operations. At December 31, 2021,2022, all remaining undiscounted lease payments of $66,890$73,132 under these lease agreements will be paid in 2022. Subsequent to December 31, 2021, the Company entered into new agreements to lease building space for the Donnelly and Boise offices.2023. ​ ​ 5.Mineral Properties and Interest At December 31, 20212022 and 2020,2021, the Company’s mineral properties and interest at the Stibnite Gold Project totaled $72,204,334$72,519,373 and $71,913,864,$72,204,334, respectively. The Company’s subsidiaries acquired mineral rights to the Stibnite Gold Project through several transactions. All mineral rights held by the Company’s subsidiaries are held through patented and unpatented mineral and mill site claims, except the Cinnabar option claims which are held under an OTP,option to purchase, and all of the Stibnite Gold Project is subject to a 1.7% net smelter returns royalty upon the sale of project-related production. Included in mineral properties and interest are annual payments made under option agreements, where the Company is entitled to continue to make annual option payments or, ultimately, purchase certain properties. Annual payment due under option agreements during 20222023 are $180,000. As of December 31, 2021,2022, it has not yet been determined that the Project'sProject’s mining deposits can be economically and legally extracted or produced because the Project'sProject’s estimated reserves do not yet meet the definition of proven reserves under the United States SEC Regulation S-K 1300. Accordingly, development costs related to such reserves will not be considered capitalized unless they are incurred after such determination. Upon commencement of commercial production, capitalized costs will be amortized over their estimated useful lives or units of production, whichever is a more reliable measure. Although the Company has taken steps to review and verify mineral rights to the properties in which it has an interest, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Company’s title and interests. Mineral title may be subject to unregistered prior agreements and noncompliance with regulatory requirements. ​ 6.Warrant Derivative In May 2013, the Company issued to Franco Nevada Company (“Franco”) 200,000 share purchase warrants (“Franco Warrants”) for gross proceeds of $350,000. The Franco Warrants are exercisable into 200,000 common shares of the Company at C$12.30 per warrant. The Franco Warrants contain a mandatory conversion feature which requires Franco to exercise 100% of the outstanding warrants if, at any time, the volume weighted average trading price of Perpetua Resources’ common shares is equal to or greater than C$32.30 for a period of 30 consecutive trading days. The Franco Warrants expire on May 9, 2023. The exercise price of the Franco Warrants is denominated in Canadian Dollars; however, the functional currency of the Company is the U.S. Dollar. As a result of this difference in currencies, the proceeds that will be received by the Company are not fixed and will vary based on foreign exchange rates and the warrants are a derivative and are required to be recognized and measured at fair value at each reporting period. Any changes in fair value from period to period are recorded as a gain or loss in the Consolidated Statements of Operations. There are no circumstances in which the Company would be required to pay any cash upon exercise or expiry of the warrants. F-14F-13 Table of Contents A reconciliation of the change in fair values of the derivative is below: ​ ​ ​ ​ ​ ​ ​ ​ ​      Fair Value of       Fair Value of  ​ ​ Warrant Derivative ​ Warrant Derivative Balance, December 31, 2019 ​ $ 274,723 Change in fair value of warrant derivative ​ ​ 600,141 Balance, December 31, 2020 ​ ​ 874,864 ​ $ 874,864 Change in fair value of warrant derivative   ​ (774,094) ​ ​ (774,094) Balance, December 31, 2021 ​ $ 100,770 ​ $ 100,770 Change in fair value of warrant derivative   ​ (99,038) Balance, December 31, 2022 ​ $ 1,732 ​ The fair value of the warrants was calculated using the Black-Scholes valuation model. As of December 31, 20212022 and 2020,2021, the inputs used in the Black-Scholes valuation model are: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended ​ Years ended ​ ​ December 31,  ​ December 31,  ​ December 31,  ​ December 31,  ​      2021      2020      2022      2021 Share price ​ C$5.65 ​ C$12.20 ​ C$3.95 ​ C$5.65 Exercise price   C$12.30   C$12.30   C$12.30   C$12.30 Expected term (in years)   1.4   2.4   0.4   1.4 Expected share price volatility   72% ​ 79%   82% ​ 72% Annual rate of quarterly dividends   0% ​ 0%   0% ​ 0% Risk-free interest rate   1.0% ​ 0.2%   4.0% ​ 1.0% ​ ​ ​ 7.Convertible Notes On March 17, 2016, the Company issued unsecured convertible notes (the “2016 Notes”) for gross proceeds of $38.5 (C$50.0) million and a maturity date of March 17, 2023. On March 17, 2020, the Company issued a second round of unsecured convertible notes (the “2020 Notes”) for gross proceeds of $35.0 (C$47.6) million and a maturity date of March 17, 2027. Both sets of notes, collectively the “Convertible Notes”, havehad identical features and bearbore interest at a rate of 0.05% per annum, payable annually in cash or common shares (at the Company’s election) or added to the principal and payable on maturity. Upon maturity, and for each set of notes, the outstanding principal amount is due and payable in cash unless converted in advance of that date. The holders of the Convertible Notes maycould convert any portion of their Convertible Notes at any time prior to the maturity date into common shares of the Company, at a price of C$3.541 per share for the 2016 Notes and a price of C$4.655 for the 2020 Notes. If there is an equity financing completed at 95% of the conversion price, or below, the conversion price is adjusted downward. The Convertible Notes can be redeemed by the Company after four years with not more than 60-days written notice and not less than 30-days written notice when the Company’s common shares reach a volume weighted average trading price for 20 consecutive trading days of C$7.082 or higher for the 2016 Notes and C$9.31 or higher for the 2020 Notes. Following the notice of redemption, but prior to the redemption date, the holders may convert their Convertible Notes to be redeemed into common shares at the then-current conversion price. The terms for the 2020 Notes were announced on March 10, 2020, for gross proceeds of $35.0 million at a USD:CAD exchange rate of 1:1.36 (C$47.6 million due and payable upon maturity). The 2020 Notes were issued on March 17, 2020, with a USD:CAD exchange rate of 1:1.42; this movement resulted in a foreign exchange gain on the date of issuance. Each set of Convertible Notes are deemed to contain an embedded derivative (collectively, the “Convertible Note Derivatives”) relating to the conversion option. The Convertible Note Derivatives were valued upon initial recognition at fair value using partial differential equation methods. At inception, for each set of notes, the face value of the notes was reduced by the estimated fair value of the related convertible note derivative and the transaction costs. On August 26, 2020, convertible notes in the aggregate principal amount of C$82,102,500 (C$34,502,500 of the 2016 Notes and C$47,600,000 for all 2020 Notes), were converted for 19,969,280 common shares of the Company. During the year ended December 31, 2021, the remaining 2016 Notes in the aggregate principal amount of C$15,409,901 were converted for 4,351,850 common shares of Perpetua Resources. the Company. As of December 31, 2022 and December 31, 2021, the Corporation has 0no outstanding convertible notes. During 2021, and 2020, interest payments were made to note holders in cash, in the amount of $7,190$7,190. The components of the Convertible Notes activity during the years ended December 31, 2022 and $32,521, respectively.2021, including conversion related activity are as follows: ​ ​ ​ ​ ​ ​      Convertible Notes Balance, December 31, 2020 ​ $ 9,562,293 Conversions ​   (10,263,119) Accretion and interest expense ​   362,545 Interest payments ​   (7,190) Foreign exchange adjustments ​   345,471 Balance, December 31, 2021 and December 31, 2022 ​ $ — ​ F-15F-14 Table of Contents The componentsEach set of the Convertible Notes activity duringwere deemed to contain an embedded derivative (collectively, the years ended December 31, 2021 and 2020, including“Convertible Note Derivatives”) relating to the conversion related activity are as follows: ​ ​ ​ ​ ​ ​      Convertible Notes Balance, December 31, 2019 ​ $ 27,336,373 Additions ​ ​ 16,168,678 Conversions ​ ​ (38,674,790) Accretion and interest expense ​ ​ 3,129,157 Interest payments ​ ​ (32,521) Foreign exchange adjustments ​ ​ 1,635,396 Balance, December 31, 2020 ​ ​ 9,562,293 Conversions ​   (10,263,119) Accretion and interest expense ​   362,545 Interest payments ​   (7,190) Foreign exchange adjustments ​   345,471 Balance, December 31, 2021 ​ $ 0 ​ ​ ​ 8.Convertible Note Derivative option. Convertible Note Derivatives related to each set of Convertible Notes (Note 7) were valued upon initial recognition at fair value using partial differential equation methods and are subsequently re-measured at fair value at each period end through the Consolidated Statements of Operations. The convertible note derivative related to the 2016 Notes (the “2016 Derivative”) had an initial fair value of $19.8 million. The convertible note derivative related to the 2020 Notes (the “2020 Derivative”) had an initial fair value of $17.2 million. The components of the derivatives, collectively the “Convertible Note Derivatives”, are summarized as follows and include activity related to the note conversions as discussed in Note 7:follows: ​ ​ ​ ​ ​ ​ ​ ​ ​      Convertible Note      Convertible Note ​ ​  Derivative ​  Derivative Balance, December 31, 2019 ​ $ 25,478,212 Additions ​ ​ 17,197,994 Conversions ​ ​ (203,468,010) Fair value adjustment ​ ​ 179,133,742 Foreign exchange adjustments ​ ​ 7,718,508 Balance, December 31, 2020 ​ $ 26,060,446 ​ $ 26,060,446 Conversions ​   (20,920,535) ​   (20,920,535) Fair value adjustment ​   (5,710,557) ​   (5,710,557) Foreign exchange adjustments ​   570,646 ​   570,646 Balance, December 31, 2021 ​ $ — Balance, December 31, 2021 and 2022 ​ $ — ​ Upon conversion of the remaining Convertible Notes in 2021, the fair value of the Convertible Note Derivatives and the carrying value of the Convertible Notes, on that date, were reclassified to share capital. ​ The fair value of the Convertible Note Derivatives at the conversion date isin 2021 was considered to be the intrinsic value, which is the share price on the date of conversion minus the conversion price. The fair value of the remaining Convertible Note Derivative was calculated using partial differential equation methods. The assumptions used in the valuation model include the following, with a change in share price having the most significant impact on the valuation: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Risk-free interest rate — 0.2% Expected term (in years) — 2.2 Share Price — C$12.20 Credit Spread — 10% Implied discount on share price — 21% - 9% Expected share price volatility — 77% ​ ​ ​ F-16 Table of Contents 9.8.Equity a. Authorized ● Unlimited number of common shares without par value. ● Unlimited number of first preferred shares without par value. ● Unlimited number of second preferred shares without par value. On January 27, 2021, the Company completed a one-for-ten (1:10) reverse share split of all of its issued and outstanding common shares (“Share Consolidation”), resulting in a reduction of the issued and outstanding common shares from 475,227,060 to 47,522,706. The number of shares reserved under the Company’s equity and incentive plans were adjusted to reflect the Share Consolidation. All share, per share data, and warrant and option exercise prices presented in the Company’s consolidated financial statements have been retroactively adjusted to reflect the Share Consolidation unless otherwise noted. In August 2021, the Company issued 10,952,382 common shares at a price of $5.25 per common share for gross proceeds of approximately $57.5 million with transaction costs of $3.2 million. The net proceeds of the issuance were $54.3 million. The Company sold no shares of its common stock during the year ended December 31, 2022. b. Share based compensation On March 8, 2021, the Company adopted the Omnibus Equity Incentive Plan (the “Plan”) to provide the Corporation with share-related mechanisms to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire shares as long-term investments and proprietary interests in the Corporation. The Plan was approved by the Corporation’s shareholders on April 16, 2021. The Plan allows for awards in the following forms:  stock purchase option, restricted share unit, performance share unit or deferred share unit. Under the terms of the Plan, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot exceed 4,280,530 shares. Shares delivered under the Plan can be: 1) authorized but unissued shares, 2) treasury shares, or 3) shares purchased on the open market or by private purchase. Prior to adoption of the Plan, the Company had the Evergreen Incentive Stock Option Plan (the “Former Plan”) in place. Under the terms of the Former Plan, options may be exercisable over periods not to exceed ten years as determined by the Board of Directors of the Corporation and the exercise price could not be less than the five-day weighted-average share price on the day preceding the award date, subject to regulatory approval. The Former Plan included a Stock Appreciation Rights (“SAR”) clause which allows individuals the option to terminate vested options and receive shares in lieu of the benefits which would have been received had the options been exercised. Stock options granted were subject to vesting, typically with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant. Share based compensation was recognized in the Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,  ​      2021      2020 Exploration ​ $ 2,167,722 ​ $ 1,158,967 Consulting ​   8,080 ​   28,279 Corporate salaries and benefits ​   1,006,389 ​   227,492 Directors’ fees ​   767,013 ​   178,801 Total ​ $ 3,949,204 ​ $ 1,593,539 ​ F-17F-15 Table of Contents have been received had the options been exercised. Stock options granted were subject to vesting, typically with one quarter vesting upon issuance and one quarter vesting on each anniversary from the date of grant. Share based compensation for the years ended December 31, 2022 and 2021 was recognized in the Consolidated Statements of Operations as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,  ​      2022      2021 Exploration ​ $ 1,346,515 ​ $ 2,167,722 Professional Fees ​   — ​   8,080 Corporate salaries and benefits ​   1,066,398 ​   1,006,389 Directors’ fees ​   530,545 ​   767,013 Total ​ $ 2,943,458 ​ $ 3,949,204 ​ Share purchase optionsPurchase Options A summary of share purchase option activity within the Company’s share-based compensation plan for the years ended December 31, 20212022 and December 31, 20202021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ Weighted Average ​ ​ ​ Weighted Average ​       Options       Exercise Price (C$)      Number of Options       Exercise Price (C$) Balance December 31, 2019   1,972,625 ​ $ 7.72 Balance December 31, 2020   1,959,588 ​ $ 7.40 Options granted   442,500 ​   5.72   1,013,500 ​   11.40 Options expired   (20,125) ​   5.44   (240,550) ​   9.17 Options terminated via SAR   (60,250) ​   6.91 Options cancelled or forfeited   (109,850) ​   6.00 Options exercised   (375,162) ​   6.54   (125,538) ​   4.99 Balance, December 31, 2020   1,959,588 ​ $ 7.40 Balance, December 31, 2021   2,497,150 ​ $ 9.15 Options granted   1,013,500 ​   11.40   — ​   — Options expired   (240,550) ​   9.17   (305,000) ​   8.71 Options terminated via SAR   (109,850) ​   6.00 Options cancelled or forfeited   (246,500) ​   9.11 Options exercised   (125,538) ​   4.99   — ​   — Balance, December 31, 2021   2,497,150 ​ $ 9.15 Balance, December 31, 2022   1,945,650 ​ $ 9.23 ​ During the years ended December 31, 20212022 and 2020,2021, the Company’s total share based compensation from options was $3,636,761$1,084,969 and $1,593,539,$3,636,761, respectively. ​ The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model. The grant date fair value of options granted during the yearsyear ended December 31, 2021 and 2020 was approximately $5.2 million and $1.1 million, respectively. The Company usesmillion. No options were granted during the Black-Scholes option valuation model.year ended December 31, 2022. The risk-free interest rate is based on the government security rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Company. The weighted average inputs used in the Black-Scholes option pricing model for options granted during the yearsyear ended December 31, 2021 and 2020 are: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      December 31, 2021      December 31, 2020        December 31, 2021   Fair value options granted ​ $ 5.14 ​ $ 3.23 ​ ​ $ 5.14 ​ Risk-free interest rate ​   0.5% ​ ​ 1.4% ​ ​   0.5% ​ Expected term (in years) ​   5.0 ​ ​ 5.0 ​ ​   5.0 ​ Expected share price volatility ​   72% ​ ​ 65% ​ ​   72% ​ Expected dividend yield ​   — ​ ​ — ​ ​   — ​ ​ An analysis of outstanding share purchase options as of December 31, 2021 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding      Options Exercisable Range of Exercise ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Prices (C$)      Number      Price (C$) 1      Remaining Life2      Number      Price (C$) 1      Remaining Life2 $3.50 - $5.90   239,150 ​ ​ 5.29   1.65 ​ 191,650 ​ ​ 5.62   1.26 $5.90 - $7.20   494,375 ​ ​ 6.31   2.85 ​ 286,000 ​ ​ 6.36   2.72 $7.21 - $9.70   888,125 ​ ​ 9.27   1.66 ​ 611,625 ​ ​ 9.25   1.11 $9.71 - $11.80   875,500 ​ ​ 11.69   3.90 ​ 256,375 ​ ​ 11.41   3.52 $3.50 - $11.80   2,497,150 ​ ​ 9.15   2.68 ​ 1,345,650 ​ ​ 8.53   1.93 1   Weighted Average Exercise Price (C$) 2   Weighted Average Remaining Contractual Life (Years) As of December 31, 2021, all unvested options are expected to vest and unvested compensation of approximately $1,660,690 will be recognized over the next 2.7 years. As of December 31, 2021, the intrinsic value of outstanding and exercisable share purchase options is $139,771 and $62,461, respectively. During the years ended December 31, 2021 and 2020, the intrinsic value of share purchase options exercised was approximately $0.5 million and $2.6 million, respectively. F-18F-16 Table of Contents An analysis of outstanding share purchase options as of December 31, 2022 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options Outstanding      Options Exercisable Range of Exercise ​ ​ ​ ​ ​ ​ Remaining ​ ​ ​ ​ ​ ​ Remaining  Prices (C$)      Number      Price (C$) 1       Life2      Number      Price (C$) 1      Life2 $3.50 - $5.90   207,650 ​ ​ 5.20   0.76 ​ 183,900 ​ ​ 5.36   0.57 $5.91 - $7.20   430,875 ​ ​ 6.26   1.96 ​ 356,250 ​ ​ 6.27   1.95 $7.21 - $9.70   531,625 ​ ​ 9.46   1.48 ​ 421,625 ​ ​ 9.54   1.03 $9.71 - $11.80   775,500 ​ ​ 11.80   3.06 ​ 387,750 ​ ​ 11.80   3.06 $3.50 - $11.80   1,945,650 ​ ​ 9.23   2.14 ​ 1,349,525 ​ ​ 8.76   1.79 1   Weighted Average Exercise Price (C$) 2   Weighted Average Remaining Contractual Life (Years) As of December 31, 2022, all unvested options are expected to vest and unvested compensation of approximately $331,475 will be recognized over the next year. As of December 31, 2022, the intrinsic value of outstanding and exercisable share purchase options is $14,947 and $11,211, respectively. During the year ended December 31, 2021, the intrinsic value of share purchase options exercised was approximately $0.5 million. No share purchase options were exercised during the year ended December 31, 2022. Restricted Share Units The following table summarizes activity for restricted share units awarded under the Plan that vest over the required service period of the participant. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                Weighted Average ​                Weighted Average ​ ​ ​ ​ ​ Grant Date ​ ​ ​ ​ Grant Date ​ ​   Share Units   Fair Value ​   Share Units   Fair Value Unvested, December 31, 2019 and 2020 ​   0   $ — Unvested, December 31, 2020 ​   —   $ — Granted ​   63,500 ​   5.66 ​   63,500 ​   5.66 Distributed (vested) ​   (21,166) ​   5.66 ​   (21,166) ​   5.66 Cancelled ​   — ​   — ​   — ​ ​ — Unvested, December 31, 2021 ​   42,334 ​   5.66 ​   42,334 ​   5.66 Granted ​ ​ 370,098 ​ ​ 4.04 Distributed (vested) ​ ​ (36,168) ​ ​ 5.00 Cancelled ​ ​ (4,308) ​ ​ 4.03 Unvested, December 31, 2022 ​ ​ 371,956 ​ $ 4.13 ​ For awards granted to date inDuring the years ended December 31, 2022 and 2021, the Company has recognized approximately$949,619 and $142,940, respectively in compensation expense and expectfor Restricted Share Units. The Company expects to record an additional $216,469$744,231 in compensation expense over the remaining vesting period related to these awards. The 42,334 unvestedUnvested units at December 31, 20212022 are scheduled to vest as follows: ​ ​ ​ ​ ​ ​ 2022      21,167 2023   21,167      143,207 2024   121,876 2025 ​ 106,873 Total   42,334   371,956 ​ Unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination by the company not for cause or due to the employee’s death, disability, or retirement if certain criteria are met. ​ F-17 Table of Contents Performance Share Units The following table summarizes activity for PSUs and market-based performance share units (“MPSUs”) awarded under the Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​                Weighted Average                Weighted Average ​ ​ ​ ​ Grant Date ​ Share ​ Grant Date ​ ​ Share Units ​ Fair Value ​ Units ​ Fair Value Unvested, December 31, 2019 and 2020   0   $ — Unvested, December 31, 2020   —   $ — Granted   10,750     5.66   10,750     5.66 Distributed (vested)   —     — Unvested, December 31, 2021   10,750     5.66 Granted ​ 267,451 ​ ​ 6.73 Distributed ​ (3,750) ​ ​ 3.42 Cancelled   —     —   (11,185)     5.83 Unvested, December 31, 2021   10,750     5.66 Unvested, December 31, 2022   263,266   $ 6.77 ​ During the year ended December 31, 2022 and 2021, the Company recognized $510,321 and $12,008 respectively, in compensation expense related to PSUs and MPSUs. The Company expects to record an additional $1.3 million in compensation expense over the next 2.16 years. The PSUs and MPSUs are scheduled to vest as follows: 14,806 awards in 2023 and 248,460 in 2025. PSUs: These performance share unitsPSUs vest upon completion of the performance period (through 2022)September 2023) and specific performance conditions set forth for each individual grant for individually defined reporting and operating measurement objectives. The CorporationThe Company determines the factor to be applied to that target number of PSUs, with such percentage based on level of achievement of the performance conditions. The share based compensation cost is measured using the grant date fair value.  The expense related to the performance share units (if any) is recognized on a straight-line basis over the vesting period following that date of the award based on the probability of the criteria being achieved.conditions. Upon the achievement of the conditions, any unvested performance share unitsPSUs become fully vested. Unvested units will be forfeited by participants uponCertain vesting provisions also apply in the event of the employee’s termination of employment by the company without cause or a termination of employment due to the employee’s death, disability, or retirement if certain criteria are met. During the year ended December 31, 2022, PSUs awarded had a weighted average grant date fair value of $2.97 per PSU, or $52,048 in advance of vesting. For awards granted to date in 2021,total.   During the Company has recognized approximately $12,008 in compensation expense and expect to record an additional $48,836 in compensation expense over the remaining vesting period related to these awards.  The latest vesting date for unvested units as ofyear ended December 31, 2021, PSUs awarded had a weighted average grant date fair value of $5.66 per PSU, or $60,845 in total. MPSUs: On March 5, 2022, the Company granted MPSUs where vesting is Septemberbased on the Company’s cumulative total shareholder return (“TSR”) as compared to the constituents that comprise the VanEck Junior Gold Miners ETF (“GDXJ Index”) a group of similar junior gold mining companies, over the period from March 5, 2022 to March 5, 2025 (the “Performance Period”). The ultimate number of MPSUs that vest may range from 0% to 200% of the original target number of shares depending on the relative achievement of the TSR performance measure at the end of the Performance Period. Because the number of MPSUs that are earned will be based on the Company’s TSR over the Performance Period, the MPSUs are considered subject to a market condition. Compensation cost is recognized ratably over the Performance Period regardless as to whether the market condition is actually satisfied; however, the compensation cost will reverse if an employee terminates employment prior to satisfying the requisite service period and the award is forfeited. Awards are forfeited upon a termination of employment, with some exceptions in the case of an involuntary termination by the company without cause or a termination of employment due to the employee’s death, disability, or retirement if certain criteria are met. During the year ended December 31, 2022, the Company awarded 249,951 MPSUs that had a weighted grant date fair value of $6.99 per MPSU or approximately $1.75 million in total. The grant date fair value of MPSUs was estimated using a Monte Carlo simulation model. Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s share price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends. The probabilities of the actual number of MPSUs expected to vest and resultant actual number of shares of common stock expected to be awarded are reflected in the grant date fair values of the various MPSU awards. The per MPSU grant date fair value of $6.99 for the market condition was based on the following variables: ​ ​ ​ ​ ​ Risk-free interest rate 1.61 % Expected term (in years) 3.0 ​ Expected share price volatility 63.35 % Expected dividend yield — ​ ​ F-18 Table of Contents The expected volatility utilized is based on the historical volatilities of the Corporation’s common stock and the GDXJ Index in order to model the stock price movements. The volatility used was calculated over the most recent three year period. The risk-free interest rates used are based on the implied yield available on a U.S. Treasury zero-coupon bill with a term equivalent to the Performance Period. The expected dividend yield of zero was used since it is the mathematical equivalent to reinvesting dividends in each issuing entity over the Performance Period. Deferred Share Units The following table summarizes activity for deferred share units (“DSUs”) awarded under the Plan: ​ ​ ​ ​ ​ ​ ​ ​      ​      Weighted  ​   ​   Average  ​ ​ Share    Grant Date  ​ ​ Units   Fair Value Outstanding, December 31, 2020   — ​ $ — Granted   29,213 ​   5.39 Outstanding, December 31, 2021   29,213 ​   5.39 Granted   116,462 ​   3.42 Outstanding, December 31, 2022   145,675 ​ $ 3.82 ​ Under the Plan, the Company may issue deferred share unitsDSUs to non-employee directors. Directors may be givenDuring the right to elect between 0%years ended December 31, 2022 and 100% of any director fees to be paid in form of such units. Settlement of the shares occurs upon the cessation of the director’s service. During 2021, 116,462 and 29,213 shares, respectively, with a grant date fair value of $398,549 and $157,495, respectively, were creditedgranted to the non-employee directors and the related compensation expense was charged to Directors’directors’ fees in the Consolidated Statements of Operations. F-19 Table The DSUs are fully vested as of Contentsthe date of grant. c. Warrants There was a total of 200,000 warrants outstanding as of December 31, 2021.2022.   These warrants expire in May 2023.  See Note 6. 10.9.Financial Instruments and Fair Value Measurements At December 31, 2021, the Company’s financial instruments consist of cash and cash equivalents, receivables, environmental reclamation bond and trade and other payables, and all approximate their fair value due to their short-term nature.   The Company’s financial instruments also consist ofinclude the warrant derivative at December 31, 20212022 and 2020 and the convertible note derivatives at December 31, 2020.2021.  The derivatives arederivative was valued at fair value at the end of each reporting period. At December 31, 20212022 and 2020,2021, the levels in the Fair Valuefair value hierarchy into which the Company’s financial assets and liabilities are measured and recognized on the balance sheetConsolidated Balance Sheets at fair value are categorized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      Level 1      Level 2      Level 3 ​      December 31, 2021 Warrant Derivative (Note 6) ​ $ — ​ $ — ​ $ 100,770 Total ​ $ — ​ $ — ​ $ 100,770 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2020      Level 1      Level 2      Level 3 Convertible Note Derivative (Note 8)      $ —      $ —      $ 26,060,446 ​      December 31, 2022 Warrant Derivative (Note 6) ​   — ​   — ​   874,864 ​ $ — ​ $ — ​ $ 1,732 Total ​ $ — ​ $ — ​ $ 26,935,310 ​ $ — ​ $ — ​ $ 1,732 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 Warrant Derivative (Note 6) ​ ​ — ​ ​ — ​ $ 100,770 Total ​ $ — ​ $ — ​ $ 100,770 ​ The Company uses the Black-Scholes Option Pricing Model or other valuation models for valuation of its Convertible Note DerivativeDerivatives and warrant derivative. Valuation models require the input of subjective assumptions including expected share price volatility, interest rate and forfeiture rate. Changes in the input assumptions can materially affect the fair value estimate and the Company’s net loss. ​ 11.Related Party Transactions At December 31, 2020, the Company owed $140,000 to Paulson & Co., Inc., a major shareholder of the Company, related to the reimbursement of expenses they incurred on the requisition of a shareholder meeting in November 2020. This amount is included in Trade and other payables on the consolidated balance sheet as of December 31, 2020 and was paid in September 2021. ​ 12.Income taxes No benefit (provision) has been recognized for the years ended December 31, 2021 and 2020.  The United States and Canada components of net loss for the years ended December 31, 2021, and 2020 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​      2021      2020 United States ​ $ 28,838,629 ​ $ 215,916,677 Canada ​   7,113,397 ​   4,715,430 Total ​ $ 35,952,026 ​ $ 220,632,107 ​ F-20F-19 Table of Contents 10.Income taxes No benefit (provision) has been recognized for the years ended December 31, 2022 and 2021. The United States and Canada components of net loss for the years ended December 31, 2022 and 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,  ​      2022      2021 United States ​ $ 22,300,354 ​ $ 28,838,629 Canada ​   6,413,177 ​   7,113,397 Total ​ $ 28,713,531 ​ $ 35,952,026 ​ The benefit (provision) for income taxes reported differs from the amount computed by applying the applicable income tax rates to the loss before the tax provision due to the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​      December 31,       December 31,  ​ ​ 2021 ​ 2020      2022      2021 Income tax benefit computed at statutory rate of 21% ​ $ (7,549,925) ​ $ (46,332,742) ​ $ (6,029,842) ​ $ (7,549,925) State tax, net of federal tax benefit ​   (1,846,137) ​   (12,070,231) ​   (875,304) ​   (1,846,137) Difference in foreign tax rates ​   (1,920,617) ​   (1,273,166) ​   (1,027,801) ​   (1,920,617) Change in state tax rate ​   979,799 ​   (692,519) ​   1,016,106 ​   979,799 Deferred tax adjustments ​ ​ 2,320,679 ​ ​ ​ ​ ​ (94,128) ​ ​ 2,320,679 Change in valuation allowance ​   6,190,063 ​   12,330,810 ​   6,542,458 ​   6,190,063 Non-deductible tax items: ​   ​ ​   ​ ​   ​ ​   ​ (Gain) loss on derivative liability ​   (209,005) ​   47,418,045 ​   (26,742) ​   (209,005) Share based compensation ​   2,010,440 ​   430,256 ​   726,601 ​   2,010,440 Equity Finance Costs ​ ​ (251,259) ​ ​ — Other ​   24,703 ​   189,547 ​   19,911 ​   24,703 Income tax provision (benefit) ​ $ — ​ $ — ​ $ — ​ $ — ​ The significant components of the Company’s deferred tax assets are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31,  ​ December 31,  ​      2021 ​ 2020      2022      2021 Net operating loss carryforward – U.S. ​ $ 37,457,055 ​ $ 35,390,672 ​ $ 41,589,845 ​ $ 37,457,055 Net operating loss carryforward – CAD ​   8,641,690 ​   7,271,143 ​   9,948,259 ​   8,641,690 Buildings and equipment ​   480,916 ​   496,121 ​   453,716 ​   480,916 Mineral interest and properties ​   35,889,391 ​   33,857,575 ​   37,045,201 ​   35,889,391 Convertible notes ​   — ​   6,811,890 Financing costs ​ ​ 824,691 ​ ​ — ​ ​ 573,432 ​ ​ 824,691 Environmental obligation ​ ​ 2,584,281 ​ ​ — ​ ​ 2,651,486 ​ ​ 2,584,281 Other ​   532,992 ​   985,435 ​   440,276 ​   532,992 Deferred tax assets ​   86,411,016 ​   84,812,836 ​   92,702,215 ​   86,411,016 Less valuation allowance ​   (86,411,016) ​   (84,812,836) ​   (92,702,215) ​   (86,411,016) Net deferred tax assets ​ $ — ​ $ — ​ $ — ​ $ — ​ F-20 Table of Contents The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 20212022 and 2020,2021, the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on the weight of all available evidence. The resulting valuation allowance recorded against the net deferred tax assets of the Company is approximately $86.4$92.7 million and $84.8$86.4 million as of December 31, 20212022 and 2020,2021, respectively. At December 31, 2021,2022, approximately $825,000$573,000 of the allowance balance relates to future tax benefits that will be credited directly to equity once it is recognized. The changes in the valuation allowance for the years ended December 31, 20212022 and 20202021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31,  ​      2021      2020      2022      2021 Valuation allowance on deferred tax assets, beginning of year ​ $ (84,812,836) ​ $ (72,482,026) ​ $ (86,411,016) ​ $ (84,812,836) Change related to: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Valuation allowance movement recognized in continuing operations ​   (6,190,063) ​   (12,330,810) ​   (6,542,458) ​   (6,190,063) Valuation allowance movement recognized in equity ​   4,591,883 ​   — ​   (251,259) ​   4,591,883 Valuation allowance on deferred tax assets, end of year ​ $ (86,411,016) ​ $ (84,812,836) ​ $ (92,702,215) ​ $ (86,411,016) ​ As of December 31, 2021,2022, the Company has U.S. loss carryforwards of approximately $82.3$89.3 million that expire in 2029 through 2037 and approximately $69.9$82.5 million with no expiration but which are subject to an 80% limitation upon utilization. The Company has state net operating loss carryforwards of approximately $107.0$116.4 million that expire in 20312032 through 20412042 and Canadian loss carryforwards of approximately $32.0$36.8 million that expire in 20312032 through 20412042 available to reduce future years’ income for tax purposes. The deferred tax asset table above reflects the tax-effected balances of the Company’s net operating loss carryforwards using a 26.14%25.74% rate for U.S.-based carryforwards and 27.00% rate for Canada-based carryforwards. Our utilization of U.S. net operating loss carryforwards may be subject to annual limitations under Section 382 of the Code due to changes in control that may have occurred as a result of recent capital transactions. F-21 Table of Contents In 2021,2022, the Company evaluated its tax positions for years which remain subject to examination by major tax jurisdictions and as a result concluded no adjustment was necessary. The Company files income tax returns in the U.S. and Canada federal jurisdictions, the state of Idaho jurisdiction, and the province of British Columbia jurisdiction. The Company had 0no unrecognized tax benefits as of December 31, 20212022 and 2020.2021. The Company recognizes interest accrued related to unrecognized tax benefits and penalties in its income tax provision. U.S. tax returns for the years 20182019 to 20202021 and Canadian tax returns for the years 20172018 to 20202021 remain subject to examination but there are currently no ongoing exams in any taxing jurisdictions. Tax returns for years prior to 20182019 may remain open with respect to net operating loss carryforwards that are utilized in a later year, as tax attributes from prior years can be adjusted during an audit of a later year. ​ F-21 Table of Contents 13.11.Environmental Reclamation LiabilityLiabilities On January 15, 2021, the Company agreed to the ASAOC. The Company has accounted for its obligation under the ASAOC as an environmental reclamation liability. The aggregate cost of the obligation was estimated to be approximately $7,473,805. Upon the signing of the ASAOC, the Company recorded an immediate expense of $7,473,805 and a corresponding environmental reclamation liability. The provision for the liability associated with the terms of the ASAOC is based on cost estimates developed with the use of engineering consultants, independent contractor quotes and the Company’s internal development team. The timing of cash flows is based on the current schedule for early action items. The estimated environmental reclamation liability may be subject to change based on changes to cost estimates and is adjusted for actual work performed. In 2021, the total cost estimate to voluntarily address environmental conditions increased to $12,198,651. As of December 31, 2021, the corresponding environmental liability was estimated to be $9,888,200. Movements in the environmental reclamation liability during the yearyears ended December 31, 2022 and 2021 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2020      $ 0 ​ $ — Additions     12,198,651 Initial estimate ​   7,473,805 Change in estimate ​   4,724,846 Work performed on early action items     (2,310,451) ​   (2,310,451) Balance, December 31, 2021   $ 9,888,200 ​ ​ 9,888,200 Change in estimate ​   4,564,611 Work performed on early action items ​ ​ (3,651,875) Balance, December 31, 2022 ​ $ 10,800,936 ​ ​ ​ ​ Current portion     2,835,000 ​ $ 9,590,766 Non-current portion ​ ​ 7,053,200 ​ ​ 1,210,170 Balance, December 31, 2022 ​ $ 10,800,936 ​ The Company provided $7.5 million in financial assurance for Phase 1 projects under the ASAOC. The Company paid $3 million in cash collateral for a surety bond related to the ASAOC statement of work in early 2021. ​ 14.12.Commitments and Contingencies a. Mining Claim Assessments The Company currently holds mining claims on which it has an annual assessment obligation of $250,470$275,220 to maintain the claims in good standing. The Company is committed to these payments indefinitely. Related to the Mining Claims Assessments is a $335,000 bond related to the Company’s exploration activities. b. Stibnite Foundation Upon formation of the Stibnite Foundation on February 26, 2019, the CorporationCompany became contractually liable for certain future payments to the Stibnite Foundation based on several triggering events, including receipt of a final Record of Decision issued by the U.S. Forest Service,USFS, receipt of all permits and approvals necessary for commencement of construction, commencement of construction, commencement of commercial production, and commencement of the final reclamation phase. These payments could begin as early as Q2late 2023 based on the current permitting schedule and individual payments range from $0.1 million to $1 million (upon commencement of final reclamation phase) in cash and 150,000 shares of the Corporation’s common stock. During commercial production, the CorporationCompany will make payments to the Stibnite Foundation equal to 1% of Total Comprehensive Income less debt repayments, or a minimum of $0.5 million each year. The Stibnite Foundation will support projects that benefit the communities surrounding the Stibnite Gold Project and was created through the establishment of the Community Agreement between Perpetua Resources Idaho, Inc. and 8eight communities and counties throughout the West Central Mountains region of Idaho. F-22 Table of Contents c. Option Payments on Other Properties The Company is obligated to make option payments on mineral properties in order to maintain an option to purchase these properties. As of December 31, 2021,2022, the option payments due on these properties in 20222023 are $180,000, which will be paid in the next year. The agreements include options to extend. F-22 Table of Contents d. Off balance sheet arrangements The Corporation has 0no off-balance sheet arrangements as of December 31, 20212022 and the date of this Annual Report. e.Legal Update The Company isCorporation and its subsidiaries are a party to an ongoing legal proceedingsproceeding with the Nez Perce Tribe for alleged violations of the Clean Water Act (“CWA”) related to historical mining activities. In August 2019, the Nez Perce Tribe filed suit in the United States District Court for the District of Idaho. The CompanyCorporation promptly filed a motion to dismiss and, in the alternative, a motion to stay the litigation. Both motions were denied. Later,Subsequently, the Corporation filed an answer denying liability which, later, the court allowed the CompanyCorporation to amend its answer and file a third-party complaint andagainst the CompanyForest Service. The Corporation also filed a separate CWA citizen suit against the USFSUnited States Forest Service (“USFS” or “Forest Service”) alleging the point source discharges, referred toas alleged by the Nez Perce Tribe in its complaint, were alleged to be occurring on lands owned and controlled by the United States. Pursuant to the consummationterms of an Administrative Settlement Agreement and Order on Consent (“ASAOC”)the voluntary ASAOC executed with the U.S. EPA and the United States Department of Agriculture, the Company dismissedCorporation agreed to dismiss its pending actions against USFS.the Forest Service without prejudice. The remaining parties to the ongoing legal proceeding agreed to stay the litigation and explore ADR options. AAlternative Dispute Resolution (“ADR”) options through court-ordered mediation. The stay has been extended on subsequent occasions, and a request to extend the stay through June 30, 2023 was enteredrequested jointly by the Company and the Nez Perce Tribe during a February 21, 2023 status conference and subsequently ordered by the court in February 2021 and has been subsequently extended a number of times whileon the ADR process continues.same day. The voluntary CERCLA ASAOC entered into by the Company,Corporation, the U.S. EPA, and the United States Department of Agriculture requires numerous voluntary early cleanup actions to occur over the next several years.years at the Stibnite Gold Project site (the “Stibnite Site”). Perpetua Resources Idaho, Inc. is presently developing and executing the development of the Phase 1 early cleanup actions (known under CERCLA as “time critical removal actions”) that, uponafter final work plan approval by the federal agencies, will be designed andare being constructed to efficiently improve water quality in a number of areas on the Stibnite Site. Construction of time critical removal actions began in the summer of 2022, and significant progress was achieved to complete the voluntary Phase 1 Stibnite Site while other,cleanup during the limited work season. Other longer-term proposed actions relating to Project operations are being evaluated through the NEPA process. ​ 15.13.Subsequent EventsGovernment Grants: On February 22,In September 2022, the Company announced that it expectswas awarded two separate funding grants from the USFSU.S. Department of Defense (“DOD”) Defense Logistics Agency (“DLA”) totaling $200,000 to publish a supplemental draft environmental impact statement (“SDEIS” or “supplemental DEIS”) for public review and comment instudy the third quarterdomestic production of 2022.military-grade antimony trisulfide. During the last 18 months,year ended December 31, 2022, $75,000 was recognized as grant income for these grants.    The Company anticipates receiving $125,000 additional grant income over the USFSnext 9 months.   On December 16, 2022, the Company entered into an undefinitized Technology Investment Agreement (“TIA”) with the DOD - Air Force Research Laboratory for an award of up to $24,800,000 under Title III of the DPA. The funding objective of the TIA is to complete environmental and cooperating agencies have performed an extensive reviewengineering studies necessary to obtain a Final Environmental Impact Statement, a Final Record of Perpetua's refined proposed action. Perpetua anticipatesDecision, and other ancillary permits to sustain the preliminary SDEISdomestic production of antimony trisulfide capability for defense energetic materials at the Stibnite Gold Project. Proceeds from the grant will be circulatedused primarily to reimburse the Company for cooperating agency reviewcertain costs incurred over the next 24 months related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing the Company’s construction readiness and the permitting process for the Stibnite Gold Project. During the year ended December 31, 2022, $0 was recognized as grant income related to the TIA but the Company expects to begin reporting grant income in 2023. Accounting for these DOD grants does not fall under ASC 606, Revenue from Contracts with Customers, as the second quarterDOD does not meet the definition of 2022 with a public releasecustomer under this standard. The DOD grant proceeds, which will be used to reimburse expenses incurred, meet the definition of grants related to expenses as the primary purpose for the payments is to fund research and development on trisulfides and the advancement of the SDEIS to follow shortly thereafter. The USFSCompany’s Stibnite Gold Project. A total of $75,000 grant income was recognized within other income (expense) on the Consolidated Statement of Operations during the year ended December 31, 2022.  No grant income was recognized in 2021.  At December 31, 2022, grant receivable is expected to provide a formal schedule update later this year$50,000 and Perpetua remains committed to supporting a thorough and efficient NEPA process byis included in receivables on the USFS.consolidated balance sheet. ​ ​ ​ F-23 Table of Contents Item 9. Changes in and Disagreements Withwith Accountants on Accounting and Financial Disclosure. None. ​ Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 20212022 (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021.2022. Management’s Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States generally accepted accounting principles,of America (“GAAP”), and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of the Evaluation Date. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Attestation Report of the Registered Public Accounting Firm. This Annual Report does not include an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for emerging growth companies. Changes in Internal Control Over Financial Reporting. As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the yearquarter ended December 31, 20212022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 54 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 20222023 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ Item 11. Executive Compensation. The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 20222023 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 20222023 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 20222023 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ Item 14. Principal Accountant Fees and Services. The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 20222023 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. ​ ​ 55 Table of Contents PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of the report: (1) Consolidated Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238) Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1208) Consolidated Balance Sheets as of December 31, 20212022 and 20202021 Consolidated Statements of Operations for the Years Ended December 31, 20212022 and 20202021 Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 20212022 and 20202021 Consolidated Statements of Cash Flows for the Years Ended December 31, 20212022 and 20202021 Notes to the Consolidated Financial Statements (2) Financial Statement Schedules All schedules have been omitted as they are either not required or not applicable or the required information is included in the Consolidated Financial Statements or notes thereto. (3) See Item 15(b) ​ 56 Table of Contents (b) Exhibits: ​ Exhibit No.      Exhibit or Financial Statement Schedule ​ ​ ​ 3.1 ​ Certificate of Incorporation of Perpetua Resources Corp. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). 3.2 ​ Notice of Articles and Articles filed under the Business Corporations Act (British Columbia) (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). 3.3 ​ Certificate of Change of Name (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). 3.4 ​ Amendment to Articles, dated May 25, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2022). 4.1 ​ Description of Common Shares.Shares (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 12, 2022). 10.1 ​ Amended and Restated Investor Rights Agreement between Midas Gold Corp., Idaho Gold Resources Company, LLC and Paulson & Co. Inc., dated March 17, 2020 (incorporated by reference to Exhibit 99.50 of the Company’s Registration Statement on Form 40-F (File No. 000-56206) filed with the SEC on September 23, 2020). 10.210.2*# ​ Investor RightsTechnology Investment Agreement between Midas Gold Corp.the United States of America and Barrick Gold Corporation,Perpetua Resources Idaho, Inc., dated MayDecember 16, 2018.2022. 10.3 ​ First Amending Agreement to the Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated March 24, 2019 (incorporated by reference to Exhibit 99.15 of the Company’s Registration Statement on Form 40-F (File No. 000-56206) filed with the SEC on September 23, 2020). 10.4 ​ Second Amending Agreement to Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated May 15, 2019. 10.5 ​ Third Amending Agreement to Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated May 24, 2019. 56 Table of Contents 10.6 ​ Fourth Amending Agreement to the Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated August 20, 2021 (incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on August 23, 2021). 10.7*10.3*+ ​ Employment Agreement between Laurel Sayer and Perpetua Resources Corp. (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.8*10.4*+ ​ Employment Agreement between Jessica Largent and Perpetua Resources Corp. (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.9*10.5*+ ​ Amendment to Employment Agreement between Jessica Largent and Perpetua Resources Idaho, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022). 10.6*+ ​ Employment Agreement between Alan Haslam and Perpetua Resources Corp. (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.10*+ ​ Employment Agreement between Darren Morgans and Perpetua Resources Corp. 10.11*10.7*+ ​ Employment Agreement between Mckinsey Lyon and Perpetua Resources Corp. (incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.12*10.8*+ ​ Employment Agreement between Michael Bogert and Perpetua Resources Corp. (incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.13*+ ​ Employment Agreement between John Meyer and Perpetua Resources Corp. 10.14*+ ​ Consulting Agreement between Darren Morgans and Perpetua Resources Corp. 10.15*+ ​ Consulting Agreement between John Meyer and Perpetua Resources Corp. 10.16+10.9+ ​ Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No. 333-256925) filed with the SEC on June 9, 2021). 10.17+10.10+ ​ 2011 Evergreen Incentive Stock Option Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021). 10.18*10.11*+ ​ Form Time-Based Stock Option Award Agreement under the Stock Option Plan (US) (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.19*10.12*+ ​ Form Time-Based Stock Option Award Agreement under the Stock Option Plan (Canada) (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.20*10.13*+ ​ Form Performance-Based Stock Option Award Agreement under the Stock Option Plan.Plan (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.21*10.14*+ ​ Form Restricted Share Unit Award Agreement under the Omnibus Plan.Plan (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 57 Table of Contents 10.22*10.15*+ ​ Form Performance Share Unit Award Agreement under the Omnibus Plan.Plan (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.23*10.16*+ ​ Form Deferred Share Unit Agreement under the Omnibus Plan.Plan (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.24+10.17+ ​ Form Former Director Consulting Agreement.Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.25+10.18+ ​ Short-Term Incentive Plan.Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 10.26*10.19 ​ Transition Agreement between Midas Gold Corp. and Paulson & Co. Inc., dated December 3, 2020. 10.27*+ ​ Amendment2020 (incorporated by reference to Employment Agreement between Darren Morgans and Perpetua Resources Corp.Exhibit 10.26 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 21.1 ​ Subsidiaries of the Company.Company (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022). 23.1 ​ Consent of PricewaterhouseCoopers LLP. 23.2 ​ Consent of Deloitte LLP. 23.3 ​ Consent of M3 Engineering & Technology Corporation. 23.4 ​ Consent of Blue Coast Metallurgy, Ltd. 23.5 ​ Consent of Value Consulting, Inc. 23.6 ​ Consent of Tierra Group International, Ltd. 23.7 ​ Consent of Grenvil Marquis Dunn, C.Eng. 23.8 ​ Consent of Garth D. Kirkham, P.Geo. 23.9 ​ Consent of Christopher Dail. 31.1 ​ Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Rule 13a-14 and 15d-14 of the Exchange Act). 31.2 ​ Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Rule 13a-14 and 15d-14 of the Exchange Act). 32.1 ​ Certification of Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States CodeCode.. 32.2 ​ Certification of Principal Financial Officer pursuant to Section 1350 of Title 18 of the United States Code. 96.1 ​ Technical Report Summary, Revision 1, amended as of June 6, 2022 (incorporated by reference to Exhibit 96.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3,June 8, 2022). 101.INS ​ XBRL Instance Document 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ + Compensatory plan or agreement.
*	*Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
#	Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish to the SEC a copy of any omitted schedule upon request.