Perpetua Resources Closes US$425 Million Financing as part of Comprehensive
405 S 8th Street #201, Boise, ID 83702
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NEWS RELEASE
June 16, 2025
Perpetua Resources Closes US$425 Million Financing as part of Comprehensive
Financing Package for Stibnite Gold Project
BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or
the “Company”) announced today that it has closed its previously announced upsized US$325 million public
offering of 24,622,000 common shares, no par value, of the Company (the “Common Shares”) at a price of
US$13.20 per Common Share (the “Offering”). Concurrently with the closing of the Offering, the Company
closed its US$100 million private placement of 7,575,757 Common Shares to Paulson & Co. Inc. (the
“Private Placement”).
National Bank of Canada Financial Markets and BMO Capital Markets acted as joint lead bookrunning
managers for the Offering. RBC Capital Markets and Cantor Fitzgerald & Co. acted as joint bookrunning
managers, and B. Riley Securities, CIBC Capital Markets, H.C. Wainwright & Co., Roth Capital Partners and
Scotiabank acted as co-managers for the Offering.
The Company intends to use the proceeds of the Offering and the Private Placement as part of a
comprehensive financing package for the development of the Company’s Stibnite Gold Project (the
“Project”) in conjunction with the previously announced applicati on for up to US$2 billion in project
financing submitted to the Export -Import Bank of the United States (“EXIM”) in May 2025. The Company
intends to designate the proceeds of the Offering and the Private Placement toward equity requirements
for the EXIM debt financing, with any additional funds intended to support exploration activities, working
capital and general corporate purposes. EXIM’s due diligence on the Company’s application is ongoing
and is conditional upon successfully completing the due dilige nce and underwriting process. If the due
diligence process is successful, the Company anticipates closing the debt financing in 2026.
Together with the EXIM debt financing and royalty financing described below, if successfully completed in
the amounts anticipated, the Company believes that the net proceeds from the Offering and the Private
Placement will provide the Company with sufficient capital to fund the Project construction costs of US$2.2
billion, along with additional funds for a cost-over run account, debt service, working capital costs in excess
of the Project capital costs and exploration activities.
In addition, the Company is in advanced discussions with potential partners for guarantees of the
Company’s obligations under reclamation bonds or other financial instruments that the Company will be
required to enter into to satisfy financial assurance re quirements applicable under applicable federal and
state law. The Company is seeking a US$155 million guarantee and indemnification of the Company’s
obligations to surety providers in respect of reclamation bonds or other financial instruments, along with
proceeds between US$200 million to US$250 million, in exchange for either a gold net smelter return
(“NSR”) royalty not to exceed 3.9% or a gold stream. A royalty, if any, would be expected to provide for buy
back of a portion of the royalty if certain con ditions are met. The US$155 million guarantee and
indemnification is anticipated to be sufficient to satisfy the aggregate obligations of the Company to
provide construction phase financial assurance as required by regulatory authorizations from relevant
agencies. Securing the financial assurance in this amount is expected to position the Company to receive
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the USFS notice to proceed under the approved plan of operation and satisfy the financial assurance
conditions of various federal and state permits, allowing the Company commence construction later in
2025. The proposed royalty and financial assurance arra ngement is expected to be formalized in summer
2025. Based on indications from the relevant agencies, the Company expects the remaining state permits
required to commence construction to be issued by the relevant agencies in summer 2025.
Perpetua Resources has also granted the Underwriters an option (the "Option") to purchase up to an
additional 3,693,300 Common Shares representing up to 15% of the number of Common Shares to be sold
pursuant to the Offering. The Underwriters have 30 days f rom the closing of the Offering to exercise the
Option. In the event that the Option is exercised in full, the aggregate gross proceeds of the Offering will
be approximately US$374 million.
No securities regulatory authority has either approved or disapproved the contents of this news release.
This news release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares,
nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
MI 61-101 DISCLOSURE
Paulson purchased 7,575,757 Common Shares under the Private Placement in partial exercise of its
contractual participation right under the amended and restated investor rights agreement dated March 17,
2020, among Paulson, Idaho Gold Resources Company, LLC (a subsidiary of the Company) and the
Company. The Private Placement constituted a “related party transaction” under Multilateral Instrument 61-
101 Protection of Minority Security Holders in Special Transactions (“MI 61 -101”). The Company relied on
exemptions from the formal valuation and minority shareholder approval requirements of MI 61 -101
pursuant to subsections 5.5(a) and 5.7(1)(a) thereunder. Prior to the Offering, Paulson held 24,771,542
Common Shares, representing approximately 35% of the outstand ing Common Shares of the Company.
Following completion of the Offering and Private Placement, Paulson beneficially owns 32,347,299 Common
Shares, representing approximately 31% of the Company’s outstanding Common Shares. The material
change report in respect of the Private Placement will not be filed more than 21 days prior to the closing of
the Private Placement due to timing of the announcement of the Offering and Private Placement and the
closing of such transactions occurring within less than 21 days thereafter.
About Perpetua Resources and the Stibnite Gold Project
Perpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, site
restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central
Idaho that are encompassed by the Stibnite G old Project. The Stibnite Gold Project is one of the highest -
grade, open pit gold deposits in the United States and is designed to apply a modern, responsible mining
approach to restore an abandoned mine site and produce both gold and the only mined source of antimony
in the United States. Perpetua Resources has been awarded a Technology Investment Agreement of US$59.2
million in Defense Production Act Title III funding to advance construction readiness and permitting of the
Stibnite Gold Project. Antimony trisulfide from Stibnite is the only known domestic reserves of antimony that
can meet U.S. defense needs for many small arms, munitions, and missile types.
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For further information about Perpetua Resources Corp., please contact:
Chris Fogg
Investor Relations Manager
Mckinsey Lyon
Vice President External Affairs
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS OR INFORMATION
Investors should be aware that the EXIM Letter of Interest (“LOI”) is non-binding and conditional, and does not represent
a financing commitment. A funding commitment, if any, is conditional upon successfully completing the due diligence
and underwriting process, which may not be completed on the expected timeline, or at all. If the Company’s application
is approved, there can be no assurance that the EXIM financing will be for the full amount indicated in the LOI or the
increased amount requested in the application, or that the approved EXIM financing will be sufficient for the Company
to commence construction of the Project. Further, release of funding under any such commitment would be subject to
the satisfaction of certain conditions and covenants by the Company.
Investors should be aware that the Company has not entered into any definitive agreement with respect to a royalty,
streaming or guarantee and may not be able to enter into such agreement on the anticipated terms and timeline, or at
all. In addition, the o utcomes from such agreement, when entered into, may not be sufficient to satisfy the aggregate
obligations of the Company to provide construction phase financial assurance under applicable federal and state law
prior to commencing construction. Securing th e financial assurance does not guarantee the Company will receive the
USFS notice to proceed under the approved plan of operation and consummating the royalty financing may not satisfy
the financial assurance conditions of various federal and state permits required to commence construction. Further, a
buy back of a portion of the royalty would be subject to the satisfaction of certain conditions and covenants by the
Company under the royalty and financing arrangement.
Investors should be aware that state regulators are not bound by permitting schedules and anticipated timelines may be
delayed materially or not be satisfied.
Statements contained in this news release that are not historical facts are "forward -looking information" or "forward -
looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities
legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes,
but is not limited to, disclosure regarding the granting of the Underwriters’ over-allotment option; the anticipated use of
proceeds from the Offering and Private Placement; the occurrence of the expected benefits from the anticipated use of
proceeds from the Offering, Private Placement, EXIM financing and royalty financing disclosure regarding the review
process, anticipated timing and potential outcome of the Company’s EXIM financing application; the amount of potential
debt financing available to the Company; the eligibility of the Project for funding under the MMIA and CTEP initiatives;
the timing and potential outcome of any other discussions with governmental agencies; the status and anticipated terms
and timing of the royalty, streaming and financial assurance negotiations; the estimate of the initial financial assurance
obligations; the anticipated timing of the issuance of certain state permits or a USFS notice to proceed; our ability to fully
fund the construction of the Project and related financial assurance obligations; our ability to successfully implement and
fund the Project; and the occurrence of the expected benefits from the Project, includ ing providing a domestic source
of antimony, national defense benefits, creation of jobs and environmental benefits. In certain cases, Forward -Looking
Information can be identified by the use of words and phrases or variations of such words and phrases or statements
such as "anticipate", "expect", "plan", "likely", "believe", "intend", "forecast", "project", "estimate", "potential", "could ",
"may", "will", "would" or "should". In preparing the Forward -Looking Information in this news release, Perpetua
Resources has applied several material assumptions, including, but not limited to, assumptions that the EXIM application
will be reviewed and approved within the expected timeframe at the amount equal to or higher than the amount
indicated in the LOI; that the Company will be able to satisfy the conditions to obtain a funding commitment from EXIM
and to receive committed funds when needed; the ongoing royalty financing negotiations will proceed in a timely
manner and result in a binding agreement on the terms an ticipated; that the Company will be able to satisfy financial
assurance requirements applicable under applicable federal and state law; that the Company’s proposed financing
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package will be sufficient to finance permitting, pre-construction and construction of the Project or that the company will
be able to secure alternate financing if necessary; that the current exploration, development, environmental and other
objectives concerning the Project can be achieved and that its other corporate activities will proceed as expected; that
general business and economic conditions will not change in a materially adverse manner and that permitting and
operations costs will not materially increase; and that we will be able to discharge our liabilities as they become due and
continue as a going concern. Forward-Looking Information are based on certain material assumptions and involve known
and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of
Perpetua Resources to be materially different from any future results, performance or achievements expressed or implied
by the Forward-Looking Information. Such risks and other factors include, among other things, risks related to delays in
the EXIM application review process; any approved amount of EXIM financing may not be sufficient to commence
construction of the Project; the terms of the guarantee agreement and related surety agreement s may not be sufficient
to satisfy financial assurance requirements applicable under applicable federal and state law; risks related to unforeseen
delays in the review and permitting process, including as a result of legal challenges to the ROD or other pe rmits; risks
related to opposition to the Project; risks related to increased or unexpected costs in operations or the permitting
process; risks that necessary financing will be unavailable when needed on acceptable terms, or at all, as well as those
factors discussed in Perpetua Resources' public filings with the SEC and its Canadian disclosure record. Although
Perpetua Resources has attempted to identify important factors that could affect Perpetua Resources and may cause
actual actions, events or results to differ materially from those described in Forward -Looking Information, there may be
other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no
assurance that Forward -Looking Information will pro ve to be accurate, as actual results and future events could differ
materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-
Looking Information. For further information on these and other risks and uncertainties that may affect the Company's
business and liquidity, see the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" sections of the Company's filings with the SEC, which are available a t www.sec.gov and with the
Canadian securities regulators, which are available at www.sedarplus.com. Except as required by law, Perpetua
Resources does not assume any obligation to release publicly any revisions to Forward -Looking Information contained
in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated
events.