[8-K] Perpetua Resources Corp. Reports Material Event

Rhea-AI Filing Summary

Perpetua Resources Corp. (Nasdaq: PPTA) has completed the full exercise of the underwriters’ over-allotment option linked to its June 2025 bought-deal equity financing.

On 10 July 2025 the underwriting syndicate (led by National Bank Financial and BMO Capital Markets) exercised its 30-day option to purchase an additional 3,693,300 common shares at the original offer price of US$13.20 per share. The follow-on closing, which occurred on 14 July 2025, delivered approximately US$49 million in incremental gross proceeds.

Together with the base deal of 24,622,000 shares and the concurrent US$100 million private placement of 7,575,757 shares to Paulson & Co. Inc., the Company has raised an aggregate ~US$474 million in gross proceeds. Item 8.01 of the Form 8-K contains no additional operational or financial updates.

• The capital raise strengthens liquidity to advance corporate objectives (use of proceeds not specified in the filing).
• Share count increases by roughly 13 % versus the 28 February 2025 outstanding shares (estimate based solely on shares disclosed in the offering).
• No material changes to pricing, underwriting terms, or closing conditions have been disclosed beyond the option exercise.

Positive

• US$49 million in additional gross proceeds enhances liquidity without altering terms
• Full option exercise suggests strong investor demand at the offering price
• Aggregate US$474 million financing provides substantial capital for project development

Negative

• Issuance of 3.7 million extra shares contributes to shareholder dilution
• Filing does not disclose net proceeds or detailed use of funds, leaving clarity on capital deployment limited

Insights

Equity Research Analyst

TL;DR – US$49 m over-allotment ups total raise to US$474 m; liquidity up, dilution a trade-off.

Impact assessment: The full take-up of the option signals healthy investor demand, adding 15 % to the original US$325 m bought-deal. Combined with the Paulson private placement, Perpetua now controls nearly half a billion dollars of fresh capital, which materially strengthens its balance sheet ahead of large-scale development spending. However, the additional 3.7 m shares (and the earlier 24.6 m) expand equity by ~30 % versus year-end 2024 levels, pressuring per-share metrics. Net proceeds are not disclosed, so the true cash uplift will be modestly lower after underwriting fees.

Verdict: Liquidity enhancement outweighs dilution for a pre-revenue resource developer, making the event directionally positive but not transformative.

Capital Markets Specialist

TL;DR – Full over-allotment exercise reflects strong book strength; pricing unchanged.

The syndicate’s decision to exercise in full within days of launch indicates the order book remained multiple times covered at US$13.20 despite 30-day market risk. Maintaining pricing and terms avoids downward revision and suggests limited discount pressure on the shares. For investors, the event confirms market confidence and removes the overhang of potential additional issuance. Nevertheless, cumulative dilution is considerable and may cap near-term upside until proceeds are deployed accretively.

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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): July 10, 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.

As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2025, Perpetua Resources Corp. (the “Company”) entered into an amended and restated underwriting agreement (the “Underwriting Agreement”) with National Bank Financial Inc. and BMO Capital Markets Corp., as representatives of the several underwriters named therein (the “Underwriters”), dated effective as of June 12, 2025, pursuant to which the Company agreed to issue and sell an aggregate of 24,622,000 of its common shares, no par value (the “Shares”) to the Underwriters on a “bought deal” underwritten basis (the “Offering”) at a price to the public of $13.20 per Share (the “Offering Price”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option to purchase, for a period of 30 days from the closing of the Offering, up to an additional 3,693,300 Shares (the “Option Shares”).

Subsequently, on July 10, 2025, the Underwriters exercised their option in full, and the closing of the issuance and sale of the Option Shares occurred on July 14, 2025. The issuance by the Company of the Option Shares at a price of $13.20 per share resulted in additional gross proceeds of approximately $49 million, bringing the aggregate gross proceeds of the Offering and concurrent $100 million private placement of 7,575,757 common shares to Paulson & Co. Inc. to approximately US$474 million.

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: July 14, 2025	By:	/s/ Jessica Largent
		Jessica Largent
		Chief Financial Officer

FAQ

How many additional Perpetua Resources (PPTA) shares were issued in the over-allotment option?

3,693,300 common shares were issued on 14 July 2025.

What price did PPTA receive for the option shares?

The shares were sold at the original US$13.20 per-share offering price.

How much total capital has Perpetua Resources raised through the 2025 offering and private placement?

The combined gross proceeds are approximately US$474 million.

Who led the underwriting syndicate for Perpetua Resources' bought-deal financing?

National Bank Financial Inc. and BMO Capital Markets Corp. acted as joint bookrunners and representatives of the syndicate.

Does the Form 8-K include any new operational or earnings guidance?

No; Item 8.01 only reports the over-allotment closing and related proceeds.