Perpetua Resources Announces Pricing of Offering of Common Shares for Gross Proceeds of $35 million

BOISE, Idaho, Nov. 18, 2024 /PRNewswire/ - Perpetua Resources Corp. (Nasdaq: PPTA) (TSX: PPTA) ("Perpetua Resources" or the "Company") today announced the pricing of its previously announced public offering of 3,439,465 shares of its common stock (the "Common Shares") in the United States ( the "Offering") at a price to the public of US$10.17.

The gross proceeds to Perpetua Resources from the Offering, before deducting commissions and expenses and other Offering expenses, will be approximately $35 million, or approximately $40 million if the Underwriters exercise the Option (as defined below) in full.

The Company expects to use the net proceeds of the Offering for down payments on long lead time materials, detailed engineering for its Stibnite Gold Project, and general corporate purposes.

The Common Shares will be offered by the Company with BMO Capital Markets and National Bank of Canada Financial Markets acting as joint lead book-running managers, RBC Capital Markets and Cantor acting as joint book-running managers and B. Riley Securities, H.C. Wainwright & Co. and Roth Capital Partners acting as co-managers (collectively, the "Underwriters").

Perpetua Resources has also granted the Underwriters an option (the "Option") to purchase up to an additional 515,919 Common Shares representing up to 15% of the number of Common Shares to be sold pursuant to the Offering. The Option is exercisable for a period of 30 days from the date of the Underwriting Agreement, dated November 18, 2024, between Perpetua Resources and BMO Capital Markets as representative of the several Underwriters (the "Underwriting Agreement").

The Offering is expected to close on or about November 20, 2024. Closing of the Offering will be subject to a number of customary conditions included in the Underwriting Agreement.

The Offering to the public in the United States is being made pursuant to the Company's effective shelf registration statement on Form S-3, including a base prospectus, previously filed with the Securities and Exchange Commission (the "SEC"). The Offering in the United States will be made only by means of a prospectus and related prospectus supplement meeting the requirements of Section 10 of the Securities Act of 1933, as amended. You may obtain these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the base prospectus may be obtained from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036.

This news release does not constitute an offer to sell or the solicitation of an offer to buy shares of Perpetua Resource's common stock, 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.

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 Gold 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. Further advancing Perpetua Resources' ESG and sustainable mining goals, the Stibnite Gold Project will be powered by one of the lowest carbon emissions grids in the nation and a portion of the antimony produced from the Stibnite Gold Project will be supplied to Ambri, a U.S.-based company commercializing a low-cost liquid metal battery essential for the low-carbon energy transition. Perpetua Resources has been awarded a Technology Investment Agreement of $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 source of antimony that can meet U.S. defense needs for many small arms, munitions, and missile types.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS OR INFORMATION

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 conduct of the Offering; the granting of the Underwriters' over-allotment option; and the anticipated use of proceeds from the Offering. 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". 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 to be materially different from any future results expressed or implied by the Forward-Looking Information. There can be no assurance that Forward-Looking Information will prove 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, 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, including Perpetua's Annual Report on Form 10-K filed with the SEC on March 26, 2024 and subsequent Quarterly Reports on Form 10-Q filed with the SEC, which are available at www.sec.gov and with the Canadian securities regulators, which are available at www.sedar.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.

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SOURCE Perpetua Resources Corp.