Perpetua Resources Corp美股招股说明书(2025-10-30版)

Perpetua Resources Corp. We are offering 2,938,000 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 October27, 2025, the last reported sale price of our common shares was $24.84 pershare on the Nasdaq and C$34.75 per share on the TSX. The Company has applied to the Nasdaq and the TSX for the listing ofthe common shares offered hereunder and such listing is subject to the approval of the Nasdaq and the TSX in accordance withtheir applicable listing requirements. (1)See “Underwriting” beginning on pageS-19for additional information regarding underwriting compensation. (2)After deducting underwriting discounts and commissions, but before deducting estimated expenses of the offering of approximately $500,000, which willbe paid from the proceeds of the offering. Pursuant to the Investor Rights Agreement, dated October 28, 2025 (the “Agnico IRA”), between us and Agnico EagleMines Limited (“Agnico”), Agnico has the right to participate pro rata in any equity offering by us. As of the date hereof,Agnico beneficially owns 8.7% of the common stock of the company (after giving effect to exercise of Agnico’s warrants).Agnico has indicated that it intends to exercise its participation right with respect to this offering in a concurrent privateplacement at the public offering price of this offering and on the same terms as the other purchasers in this offering (the“Concurrent Private Placement”). However, because indications of interest are not binding agreements or commitments topurchase, Agnico may determine to purchase fewer shares than it has indicated an intention in purchasing or not to purchase anyshares in the Concurrent Private Placement. Participation in full would result in the issuance of 280,415 common shares forproceeds to the company of approximately $6.8 million. We anticipate using any proceeds of the Concurrent Private Placementfor the same purposes as the public offering. The sale of such shares will be made in reliance on an exemption from theregistration requirements of the Securities Act of 1933, as amended. The consummation of the Concurrent Private Placement issubject to customary closing conditions, including the completion of this offering, but this offering is not contingent upon theconsummation of the Concurrent Private Placement. We cannot assure you that the Concurrent Private Placement will becompleted. Investing in our common shares involves a high degree of risk. Before buying any common shares, you should review carefullythe risks and uncertainties described under the heading “Risk Factors” beginning on pageS-7of this prospectus supplement, page6of the accompanying prospectus, and in the documents incorporated by reference into this prospectus supplement and theaccompanying prospectus. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION(“SEC”)NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUSSUPPLEMENT OR THE ACCOMPANYING PROSPECTUS TO WHICH IT RELATES IS TRUTHFUL OR COMPLETE. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The underwriters expect to deliver the common shares on or about October 30, 2025 (the “Closing Date”). BMO Capital Markets RBC Capital Markets TABLE OF CONTENTSProspectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiiDOCUMENTS INCORPORATED BY REFERENCES-ivCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-vSUMMARYS-1THE OFFERINGS-6RISK FACTORSS-7CAPITALIZATIONS-17USE OF PROCEEDSS-18UNDERWRITINGS-19CONCURRENT PRIVATE PLACEMENTS-27MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCESS-28MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONSS-34LEGAL MATTERSS-36EXPERTSS-36ProspectusABOUT 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 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is a part of a registration statement on FormS-3 (FileNo.333-266071)that we filed with the SEC using a shelf registration process (the “Shelf S-3”). Under this shelf registrationprocess, we may offer and sell from time to time an unspecified amount of any combination of securitiesdescribed in the accompanying prospectus in one or more offers such as this offering. The accompanyingprospectus provides you with a general description of the securities we may offer, some of which may notapply