Perpetua Resources Corp. (TSX:PPTA)
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May 1, 2026, 4:00 PM EST
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AGM 2023

May 18, 2023

Operator

Hello, welcome to the Annual General Meeting of Shareholders of Perpetua Resources Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consent from for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question and answer session. You can submit questions and or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn the meeting over to Marcelo Kim. The floor is yours.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

Welcome, ladies and gentlemen, to the Perpetua Resources Corp Annual General Meeting of Shareholders. My name is Marcelo Kim, and I'm the chair of the board. I'm speaking to you from New York. With me at their respective locations in Boise, Idaho, and Vancouver, Canada, are Laurel Sayer, our president and CEO, and Lisa Thompson, our corporate secretary.

Laurel Sayer
President and CEO, Perpetua Resources Corporation

Hello, everyone, and thank you for being here. My name is Laurel Sayer, and I am the CEO and President of Perpetua. I look forward to providing an update on the company at the end of the meeting.

Lisa Thompson
Corporate Secretary, Perpetua Resources Corporation

Instructions on how to ask questions and the voting procedure will appear on your screen. As with any technology, unexpected glitches may occur, but our service providers for this platform at Computershare are very experienced at running this type of meeting and will be helping us out as needed.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

I will now call the meeting to order. I will act as chairman of this meeting, and I've asked Lisa Thompson, Corporate Secretary of the company, to act as secretary of this meeting, and Pam Hosfield of Computershare Investor Services to act as scrutineer. Would the Secretary please advise us to the notices relative to the meeting?

Lisa Thompson
Corporate Secretary, Perpetua Resources Corporation

I have a copy of the advanced notice of meeting and record date filed on SEDAR on February 28, 2023, and the notice of meeting, definitive proxy statement, and instrument of proxy relating to the meeting and proof of as to them being mailed to the shareholders on or about April sixth, 2023. These documents are available for any shareholder to read, and I now ask the chairman to table these documents.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

I will now table a copy of the advanced notice, definitive proxy statement, instrument of proxy, and the proof of mailing and direct that they be kept by the Secretary with the records of this meeting. Registered shareholders and proxy to discuss a motion before the meeting. Should you like to address the chair on any motion, please type in your question or comment in the message section. If there's any discussion or question, the Secretary will read the question aloud. I will now ask the Secretary to read the Scrutineer's report.

Lisa Thompson
Corporate Secretary, Perpetua Resources Corporation

The scrutineer's interim report has been received, and it shows that there are a total of 1 shareholder present online via Computershare's virtual meeting platform, representing 1,667 shares. 81 shareholders represented by proxy, representing 44,109,001 share. Therefore, a total of 82 shareholders holding 44,110,668 shares represented at the meeting. This represents approximately 69.91% of the issued and outstanding share capital of Perpetua Resources Corp., which was 63,100,039 common shares on the record date.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

A quorum for the transaction of business at a meeting of shareholders of the company is 2 shareholders present in person, virtually registered and logged into the Computershare, or represented by proxy, representing at least 33 and 1/3% of the shares entitled to be voted. The report of the scrutineer indicates the quorum is present. As notice has been given in the proper manner, I declare this meeting regularly and duly called and constituted for the transaction of business. Only shareholders as of the record date of March 28, 2023 are entitled to vote at this meeting. We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote on the matter has 1 vote in respect of each share entitled to be voted on the matter and held by that shareholder.

For today's meeting, only registered shareholders who have not voted will need to vote via the polling system. Any registered shareholder who has submitted a proxy will already have their vote included in the proxy count. We'll be concluding on the motions at the end of the meeting once we have been through all of the agenda items. The voting polls on the agenda items for today's meeting will be closed together at the end of the formal proceedings of this meeting. The first item of business is the presentation of the financial statements of the company and the report of the auditor thereon for the financial year ended December 31st, 2022.

The financial statements, auditor's report, and related management's discussion and analysis were filed on SEDAR and with the US Securities and Exchange Commission through our annual report on Form 10-K on March 16, 2023, and were mailed to those shareholders who have previously requested to receive financial statements pursuant to National Instrument 51-102. Additional copies of the financial statements are available through the secretary and online on www.sedar.com or www.sec.gov. Unless someone specifically requests, the auditor's report will not be read. Unless there is any discussion regarding the financial statements and auditor's report, I shall consider them received by the shareholders as submitted to the meeting.

Lisa Thompson
Corporate Secretary, Perpetua Resources Corporation

There is no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

We will now proceed with the election of directors of the company. The proxy statement contains the names of management's nominees to the board of directors, and those nominees are Chris Papagianis, Laurel Sayer, Jeff Malmen, Chris Robison, Bob Dean, Alex Sternhell, Laura Dove Richard Haddock and myself, Marcelo Kim. Each of the nominees is either present at the meeting or has previously consented to act as a director of the company. In order to be eligible for election as a director of the company at this meeting, a person must be nominated in accordance with the procedures set forth in the company's advance notice policy, which is adopted by the board of directors of the company and became effective on April 4, 2013, and was ratified by shareholders at the company's 2013 annual general meeting or in accordance with U.S. proxy rules.

Other than in respect of management's nominees named in the proxy statement for this meeting, no person has followed the procedures set out in the company's advance notice policy or the U.S. proxy rules, which are required in order to entitle a person to nominate directors at this meeting. No further nominations will be accepted. The majority voting policy of the company previously adopted by the board of directors requires that in an uncontested election of directors, any nominee in respect of whom a greater number of votes withheld than votes for are validly cast will immediately tender his or her resignation to the board of directors of the company. Should that occur, the board's decision as to accept or reject the resignation will be disclosed to the public following the meeting.

As the nominations are closed, I move that the persons nominated in the proxy statement be elected as directors of Perpetua Resources Corp. Is there any discussion on the motion?

Lisa Thompson
Corporate Secretary, Perpetua Resources Corporation

There is no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Computershare. The next item of business is the ratification of the appointment of the auditor at a remuneration to be set by the directors. I move that the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for the fiscal year ending December 31, 2023, at a remuneration to be set by the directors be ratified. Is there any discussion on the motion?

Lisa Thompson
Corporate Secretary, Perpetua Resources Corporation

There is no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Computershare?

Lisa Thompson
Corporate Secretary, Perpetua Resources Corporation

If you have not already voted, please complete the electronic ballot on Computershare. We will give you one more minute. The polls are now closed.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

The scrutineer has provided a preliminary report of the results of voting at today's meeting. I'm advised by the scrutineer that greater than the requisite majority of the votes cast have been voted in favor of all resolutions. I therefore declare that all motions are carried and all resolutions adopted. Ladies and gentlemen, that concludes the business brought before the meeting. On behalf of Perpetua Resources Corp, I wish to thank you for attending. If there are no objections, I shall declare this meeting terminated. I will now invite Laurel Sayer, President and CEO, to give you an update on Perpetua Resources and its activities.

Laurel Sayer
President and CEO, Perpetua Resources Corporation

Thank you, Marcelo. Hello, everyone, thank you for joining today. Perpetua is excited about the path forward for the Stibnite Gold Project. Today, we are one big step closer to achieving our vision following the successful conclusion of the supplemental draft EIS public comment period in January of this year. Our vision is to develop and operate one of the highest grade open pit gold mines in the U.S., provide the country with a source of the critical mineral antimony, and restore an abandoned brownfield site. Before moving on, I will quickly point out our disclaimers on the next slides. Perpetua Resources' investment thesis has never been stronger. First and foremost, we plan to redevelop one of the largest, lowest cost and long-life gold projects in the U.S.

Given our low cost, the Stibnite Gold Project has great economics with a 15-year reserve life and a payback period of less than 3 years. We have a valuable byproduct in antimony, positioning the Stibnite Gold Project as an emerging national strategic asset. Our project is in one of the best mining jurisdictions in the world, we have strong community support. This strong support we have in Idaho has been built over the last decade. As our communities and politicians have been seeing, they have seen our commitment to responsible mining and restoration at Stibnite.

One of the many reasons we are so unique is because we will take an area abandoned after 100 years of mining activity, most of which was to support World War II and the Korean War, and we use a sustainable approach to restore the environment and develop a modern mining project with critical mineral production. We get to solve environmental issues through the funding and the development of our world-class asset. Perpetua Resources' restoration and mitigation plans provide early action for water quality and legacy future cleanup, as well as the concurrent restoration and reclamation for any new disturbance. Our project will ultimately improve water quality. It will restore fish passage that has been blocked for decades and clean up legacy tailings and waste sites.

We are very proud to have broken ground last summer on our early cleanup activities and water quality improvements at site under the ASAOC agreement with EPA and the Department of Agriculture. The first four-year phase of this project, which is expected to run through 2024, includes removing over 300,000 tons of legacy waste and tailings away from the river and rerouting streams to keep clean water clean. Immediate time-critical needs are addressed over the first phase. The agreement allows for more comprehensive cleanup activities if the project is approved, all of which will complement the restoration activities connected with planned operations shown on this slide. I believe strongly that industry and the environment can and must work together to restore the site.

Today, with growing bipartisan support in Congress for responsible critical mineral production development, Perpetua Resources is uniquely positioned to provide solutions for our nation's clean energy and defense requirements while restoring an abandoned mining area. In December of 2022, Perpetua Resources was awarded a critical minerals award through the Department of Defense under the Defense Production Act Title III program to advance construction readiness and permitting for the Stibnite Gold Project. The funding objective of the Technology Investment Agreement of up to $24.8 million is to complete environmental and engineering studies necessary to obtain a final Environmental Impact Statement at, and a final Record of Decision and other ancillary permits in order to sustain the domestic production of antimony trisulfide capabilities for defense energetic materials.

We are confident in our project's potential to meet the military specifications for antimony trisulfide because historically, our site supplied the War Department with 90% of antimony demand and helped define the current specifications for multiple munitions products. Congress and the current administration have made it clear that securing America's critical minerals supply chain is essential to our national and our economic security. Perpetua Resources and the Stibnite Project are eager to be part of the solution. In the next few slides, I will touch on our project highlights. With 4.8 million ounces of reserves, the Stibnite Project is the largest gold reserve in the contiguous United States not owned by a major producer. In total, we have 6 million ounces of measured and indicated resources, with an additional 1.2 million ounces of inferred resources.

Gold drives the economics of our project, making the site restoration and the antimony production feasible. Not shown on this slide are the 148 million pounds of antimony reserves and 206 million pounds of measured and indicated resources. This sets our project apart from other gold developers. Turning to costs. The Stibnite project will be powered by the lowest carbon emissions grid in the nation. Our ability to source low-cost Idaho hydropower, combined with a low strip ratio and an antimony byproduct credit of $70 per ounce, we are well positioned in the lowest quartile of the global cost curve. Life of mine, all-in sustaining costs will average less than $650 per ounce, and in the first 4 years, it will be less than $450 per ounce.

Our project's free cash flow profile demonstrates exceptional values at different gold prices. Using our base 1,600 gold price, the project has an NPV of greater than $1.3 billion using a 5% discount rate and delivers an internal rate of return of more than 22%. We have good leverage to higher gold prices as well, where the NPV increases to approximately $1.9 billion at 1,850 gold. Most importantly, our project is resilient to lower gold prices given our solid position on the cost curve. Based on our current market cap, we are trading at a wide discount to NAV despite achieving significant milestones. We believe this represents a very attractive entry price for new investors.

We have a clear path forward for our project following the successful supplemental draft EIS public comment period on our improved project plan and the US Forest Service identifying our project as their preferred alternative. I am immensely proud of our team for the hard work and determination that led to this point. Now the public comment period is over. The U.S. Forest Service, as the lead agency, will finish reviewing and responding to substantive comments it receives and begin preparing for the final EIS and Record of Decision. Between now and the end of this year, we are excited to kick off our summer field season at site as we continue to progress ancillary permits in parallel with the NEPA process.

In the next 12 to 18 months, our goal is to secure a final Record of Decision, and then all ancillary permits to be construction ready. With the final stage of permitting set, we anticipate a construction decision next year. Throughout this presentation, I've covered several of our recent achievements. I would also just highlight some of the other accomplishments in 2022 in addition to those shown on this slide. As of December 2022, we achieved 85 months of no lost time injuries and 130 months of no reportable spills. We also published our ninth Annual Sustainability Report and launched our sustainability roadmap. We further strengthened our team and board of directors, and we received our first major permit, the Clean Air Act permit to construct.

Looking forward, we have some exciting milestones, including that we expect the final EIS and draft Record of Decision to be published in December of 2023 and a final Record of Decision in March of 2024. Despite all of our recent achievements and our near-term catalysts, we continue to be significantly undervalued relative to our peer group, with pre-permitted projects trading at a multiple of 3 to 4 x where we are trading, and permitted projects trading at multiples of 4 to 6 times. We expect a significant re-rating to occur as we advance through the permitting process. Also we believe there is an opportunity today with investors to recognize the strategic value of our asset for its antimony and to value companies with ESG principles that are foundational to their business plans.

Wrapping up, Perpetua Resources is unique because we bring solutions and have an emerging national strategic asset. We have a large, low-cost and high-grade open-pit gold mine. We will offer the only domestic mine source of the critical mineral antimony, and we will use mine development to fund restoration at an abandoned mine site. We have accomplished a lot since our last AGM, and I am really excited for our future. Thank you for your continued support and investment in our project.

Marcelo Kim
Chair of the Board, Perpetua Resources Corporation

This concludes the meeting. You may now disconnect.

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