PPTA 8-K filed 2026 · insiderdelta

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, on December 18, 2025, Perpetua Resources Idaho, Inc. (“ PRII ”), a wholly owned subsidiary of Perpetua Resources Corp. (the
“ Company ”), entered into an engineering, procurement, and construction management services agreement (the “ Agreement ”)
with Hatch Ltd. (“ Hatch ”) for certain design, engineering, procurement, construction management, testing, studies,
and related services for the Company’s Stibnite Gold Project (the “ Project ”). Unless defined herein, capitalized
terms have the same meanings as in the Agreement.

On February 28, 2026, PRII
and Hatch entered into an amendment to the Agreement (the “ Amendment ”) to (i) formally add the design and installation
of the pressure-oxidation and oxygen system (the “ POX/O2 System ”) for the Project to Hatch’s defined scope of
services (the “ Scope ”) under the Agreement as previously disclosed; (ii) update the Contract Price and Control Budget;
(iii) finalize the process guarantee; and (iv) make certain ministerial amendments to the intellectual property and confidentiality provisions
in support of potential project finance lenders. PRII previously selected Hatch as the chosen contractor for the POX/O2 System and had
authorized Hatch to begin preliminary design work pursuant to two different limited notices to proceed executed in 2025.

As previously disclosed, the
Agreement provides for Hatch to be compensated on a cost of services-plus basis, with hourly labor rates for personnel, certain direct
costs and reimbursable expenses, and a performance-based incentive pool (collectively, the “ Contract Price ”) for the
work under the Agreement. As part of the transition and baseline planning activities, PRII and Hatch prepared a control budget to serve
as the basis for cost monitoring, forecasting, and reporting in connection with the Services to be performed under the Agreement (the
“ Control Budget ”). The Amendment provides for a total Control Budget of $204.3 million, with $42.0 million of that
allocated to the POX/O2 System. The Contract Price and Control Budget do not constitute a guaranteed maximum price, target price, or commitment
to complete the Project for any specific amount, and are subject to change as detailed engineering, procurement and construction progress.
The Agreement includes standard provisions allowing for equitable adjustments to the Contract Price, including in connection with mutually
agreed upon modifications to the Control Budget, work schedule and scope of services, certain tax events, and force majeure events.

The Amendment also
provides for a process guarantee, also referred to as the “Performance Guarantee” with respect to the Services (the
“ Process Guarantee ”). The Process Guarantee specifies certain
preconditions, testing protocols, and final acceptance protocols relating to the construction of the Project and installation of
related Equipment. The Process Guarantee specifies liquidated damages payable by Hatch or bonus amounts payable by PRII, that may
apply based on how various acceptance test results compare to the “Performance Guarantee Parameters,” such bonus or
liquidated damages payable would not result in a material adjustment to the Contract Price. As a condition of “Final Acceptance Certificates”
of the Services under the Agreement, Hatch is required to remedy and rectify all “Defects” or “Defective
Services” and satisfy a variety of “Performance Guarantee Parameters” relating to the design assumptions and
operations of the Project and its related “Equipment.” If there is a variance or change to PRII’s operational profile that affects the Performance Guarantee values, the Performance Guarantee
and any related protocols shall be amended by mutual agreement of PRII and Hatch, acting in good faith, to address such variance.

The foregoing description
of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment,
a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(1)(iv) of Regulation S-K) as Exhibit 10.1 to this
Form 8-K and is incorporated herein by reference.

Cautionary Statement

Statements contained in this Current
Report on Form 8-K 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
timing and ultimate determination of the Scope and Contract Price; and the anticipated amount of the Control Budget and amount allocated to the POX/O2 System.
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.
PPTA Perpetua Resources Corp. - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
