Perpetua gets preliminary EXIM term sheet for $2B debt

Rhea-AI Filing Summary

Perpetua Resources Corp. reported that it has received a preliminary, non-binding indicative financing term sheet from the Export-Import Bank of the United States in connection with its application for $2 billion in debt financing for the Stibnite Gold Project. The term sheet is part of a Preliminary Project Letter that also summarizes the bank’s initial due diligence findings on the project.

The company is working with the bank to advance the project through further due diligence and the loan application process and is anticipating final Board consideration by the spring of 2026. Perpetua cautions that the Letter of Interest, Preliminary Project Letter and indicative term sheet are conditional and do not represent a financing commitment, and any funding would depend on successful completion of due diligence, approval of the application, and satisfaction of future conditions and covenants.

Insights

Project finance and mining analyst

Perpetua advances U.S. export credit review for $2B project financing, but all terms remain preliminary and non-binding.

Perpetua Resources now has a preliminary, non-binding indicative term sheet from the Export-Import Bank of the United States tied to its application for $2 billion in debt financing for the Stibnite Gold Project. This step, delivered via a Preliminary Project Letter, indicates that initial due diligence has progressed to a point where potential financing parameters can be outlined.

The company states it is continuing to work with the bank through the next stages of due diligence and the loan application process, with anticipated final Board consideration by the spring of 2026. However, the disclosure emphasizes that the Letter of Interest, Preliminary Project Letter and term sheet do not constitute a commitment, that approved financing may be for less than the amounts referenced, and that even an approved facility would require satisfaction of conditions and covenants before any funding is released.

From an investment perspective, this development highlights regulatory and financing path dependence for the Stibnite Gold Project. The outcome, timing and size of any eventual financing are uncertain, and the company underscores forward-looking risks, pointing investors to U.S. and Canadian securities filings for a fuller description of uncertainties around the review process, timing and potential results of the U.S. financing application.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing development did Perpetua Resources (PPTA) disclose for the Stibnite Gold Project?

Perpetua Resources disclosed that it received a preliminary, non-binding indicative financing term sheet from the Export-Import Bank of the United States as part of a Preliminary Project Letter tied to its application for $2 billion in debt financing for the Stibnite Gold Project.

Is the $2 billion U.S. Export-Import Bank financing for Perpetua Resources (PPTA) already committed?

No. The Letter of Interest, Preliminary Project Letter and indicative term sheet are explicitly described as non-binding and conditional, and they do not represent a financing commitment from the Export-Import Bank of the United States.

What timing did Perpetua Resources (PPTA) provide for the U.S. export credit review?

Perpetua Resources stated that it is working with the Export-Import Bank of the United States to advance the project through further due diligence and the loan application process and is anticipating final Board consideration by the spring of 2026.

Could Perpetua Resources (PPTA) receive less than $2 billion in U.S. financing for Stibnite?

Yes. The company cautioned that even if its application is approved, there is no assurance that U.S. financing will be for the full amount indicated in the Letter of Interest or the increased amount requested, or that the financing would be sufficient to commence construction of the Stibnite Gold Project.

What conditions could affect funding for Perpetua Resources’ Stibnite Gold Project?

Perpetua Resources noted that any funding under a potential commitment from the Export-Import Bank of the United States would depend on successful completion of due diligence and underwriting, approval of the application, and the satisfaction of certain conditions and covenants by the company.

How does Perpetua Resources (PPTA) describe the risks around its U.S. financing application?

The company characterizes statements about the review process, timing and potential outcome of its U.S. financing application as forward-looking, and highlights that known and unknown risks and uncertainties could cause actual results to differ materially, directing investors to its SEC and Canadian regulatory filings for more detail.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/08/2025 - 04:37 PM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): September 8, 2025

Perpetua Resources Corp.

(Exact name of registrant as specified in its charter)

British Columbia	001-39918	98-1040943
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

405 S. 8th Street, Ste. 201 Boise, Idaho		83702
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (208) 901-3060  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	PPTA	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On September 8, 2025, Perpetua Resources Corp. (the “Company”) announced that it has received a preliminary, non-binding indicative financing term sheet from the Export-Import Bank of the United States (“EXIM”) as part of a Preliminary Project Letter (“PPL”) conveying EXIM’s initial due diligence findings to the Company on its application for $2 billion in debt financing from EXIM for the Stibnite Gold Project (“Project”).

Along with the preliminary indicative term sheet, the PPL provides a summary of EXIM’s initial due diligence findings of the Project to date. Perpetua continues to work with EXIM to advance the project through the next stages of EXIM’s due diligence and loan application process. The Company is anticipating final EXIM Board consideration by the spring of 2026.

Cautionary Statement

Investors should be aware that the U.S. EXIM Letter of Interest (“LOI”), PPL and indicative term sheet are non-binding and conditional, and do 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 U.S. EXIM financing will be for the full amount indicated in the LOI or the increased amount requested in the application, or that the approved U.S. 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.

Statements contained in this Current Report on Form 8-K (“Current Report”) 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, the review process, timing, and potential outcome of the Company’s U.S. EXIM financing application. 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 the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. For further information on these and other risks and uncertainties see the Company's filings with the SEC, which are available at www.sec.gov and with the Canadian securities regulators, which are available at www.sedarplus.ca. Except as required by law, the Company does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this Current Report to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PERPETUA RESOURCES CORP.
Dated: September 8, 2025	By:	/s/ Jessica Largent
		Jessica Largent
		Chief Financial Officer