Perpetua Resources Corp美股招股说明书(2025-06-13版)

Perpetua Resources Corp. We are offering 24,622,000 common shares, no par value (“common shares”) pursuant to this prospectus supplement and theaccompanying prospectus (the “offering”). Our common shares are listed on The Nasdaq Capital Market, (the “Nasdaq”), and on the Toronto Stock Exchange (the “TSX”),under the symbol “PPTA”. On June10, 2025, the last reported sale price of our common shares was $16.53 per share on the Nasdaqand C$22.58 per share on the TSX. The Company has applied to the Nasdaq and the TSX for the listing of the common shares offeredhereunder and such listing is subject to the approval of the Nasdaq and the TSX in accordance with their applicable listingrequirements. Public Offering Price (1)See “Underwriting” beginning on pageS-17 for additional information regarding underwriting compensation. (2)After deducting underwriting discounts and commissions, but before deducting estimated expenses of the offering of $750,000,which will be paid from the proceeds of the offering. We have granted the underwriters a 30-day over-allotment option to purchase up to an additional 3,693,300 common shares fromus on the same terms and conditions set forth above. Pursuant to the Investor Rights Agreement dated March17, 2016, as amended and restated on March17, 2020 (the “IRA”),between our largest shareholder, Paulson &Co.Inc. (“Paulson”), Idaho Gold Resources Company, LLC (a wholly-owned subsidiary ofthe Company) and the Company, Paulson has the right to participate prorata in any equity offering by the Company. Paulson haspartially exercised its participation right and agreed to purchase $100million of common shares in a concurrent private placement atthe public offering price of this offering (the “Concurrent Private Placement”). We anticipate using the net proceeds of the ConcurrentPrivate Placement for the same purposes as the public offering. The Concurrent Private Placement is expected to close at the same timeas the offering. The sale of such shares will be made in reliance on an exemption from the registration requirements of the SecuritiesAct of 1933, as amended (the “Securities Act”). The consummation of the Concurrent Private Placement is subject to customary closingconditions, including the completion of this offering, but this offering is not contingent upon the consummation of the ConcurrentPrivate Placement. Any common shares sold to Paulson will be subject to the lock-up agreements described under “Underwriting.” Wecannot assure you that the Concurrent Private Placement will be completed. Investing in our common shares involves a high degree of risk. Before buying any common shares, you should review carefully therisks and uncertainties described under the heading “Risk Factors” beginning on pageS-6of this prospectus supplement, page6of theaccompanying prospectus, and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THEACCOMPANYING PROSPECTUS TO WHICH IT RELATES IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE. The underwriters expect to deliver the common shares on or about June 16, 2025 (the “Closing Date”). BMO Capital Markets TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-ivDOCUMENTS INCORPORATED BY REFERENCES-vCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-viSUMMARYS-1THE OFFERINGS-5RISK FACTORSS-6CAPITALIZATIONS-14DILUTIONS-15USE OF PROCEEDSS-16UNDERWRITINGS-17CONCURRENT PRIVATE PLACEMENTS-26MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESS-27MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONSS-33LEGAL MATTERSS-35EXPERTSS-35 Prospectus ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1THE COMPANY3IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY3WHERE YOU CAN FIND MORE INFORMATION4DOCUMENTS INCORPORATED BY REFERENCE4RISK FACTORS6USE OF PROCEEDS6CERTAIN INCOME TAX CONSIDERATIONS6DESCRIPTION OF COMMON AND PREFERRED SHARES6DESCRIPTION OF DEBT SECURITIES14DESCRIPTION OF WARRANTS26DESCRIPTION OF SUBSCRIPTION RECEIPTS27DESCRIPTION OF UNITS29SELLING SHAREHOLDERS30PLAN OF DISTRIBUTION30LEGAL MATTERS32EXPERTS33 We expect that delivery of the common shares will be made against payment therefor on or about theclosing date specified on the cover page of this prospectus supplement, which will be the second businessday following the date of this prospectus supplement. This settlement cycle is referred to as “T+2.” UnderRule15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in thesecondary market generally are required to settle in one business day, unless the parties to any such tradeexpressly agree otherwise. Accordingly, purchasers who wish to trade common shares