Perpetua arranges $255-million in financings

Executive Summary

• Perpetua Resources Corp. announced a $255 million strategic equity private placement involving investments from Agnico Eagle Mines Ltd. ($180 million) and JPMorganChase ($75 million).
• The financing is priced at $23.30 per common share, with both investors receiving warrants exercisable at premiums of 35%, 50%, and 65% over one, two, and three-year periods, respectively.
• Proceeds will be used for the development of the Stibnite gold project in Idaho, exploration, working capital, and general corporate purposes, complementing anticipated project financing from the Export-Import Bank of the United States.

Key Details

• Total Financing: $255 million in equity investments.
• Investor 1: Agnico Eagle Mines Ltd.
  • Investment Amount: $180 million.
  • Shares Purchased: 7,725,321 common shares.
  • Equity Stake: 6.5% on a non-diluted basis (increases to 8.6% if Agnico Eagle exercises all warrants).
  • Warrants: Right to purchase up to 2,861,229 common shares.
  • Warrant Exercise Prices: $31.46 (1-year), $34.95 (2-year), and $38.45 (3-year).
  • Potential Warrant Proceeds: Up to $100 million if all warrants are exercised.
  • Rights: Investor rights agreement grants Agnico Eagle the right to participate in future equity offerings to maintain pro rata ownership or reach up to 9.99% beneficial ownership, provided it retains at least a 1.5% stake.
  • Strategic Role: Formation of a joint technical and exploration advisory committee with Perpetua.
• Investor 2: JPMorganChase
  • Investment Amount: $75 million.
  • Shares Purchased: 3,218,884 common shares.
  • Equity Stake: 2.7% in the company.
  • Warrants: Right to purchase shares at prices of $31.46 (1-year), $34.95 (2-year), and $38.45 (3-year).
  • Potential Additional Investment: Up to $42 million if all warrants are exercised.
  • Rights: Investor rights agreement grants JPMorganChase the right to participate pro rata in future equity offerings, provided it retains at least a 1.5% stake.
  • Context: This is the inaugural investment in JPMorganChase’s $1.5 trillion security and resiliency initiative.
• Transaction Terms:
  • Price per Share: $23.30 (based on the closing price on Oct. 24, 2025).
  • Closing Date: Expected on or about Oct. 28, 2025.
  • Conditions: Subject to customary closing conditions, including conditional approval of the Toronto Stock Exchange.
  • Advisers: J.P. Morgan Securities LLC acted as M&A financial adviser to Perpetua.
  • Regulatory: Issued pursuant to an exemption from registration under the Securities Act of 1933; intended to rely on Section 602.1 of the TSX company manual.
• Use of Proceeds: Development of the Stibnite gold project, exploration activities, working capital costs, and general corporate purposes. This capital complements cash on hand and anticipated financing from a previously announced application for up to $2 billion (U.S.) in project financing from the Export-Import Bank of the United States (EXIM).

Notable Quotes

• Jon Cherry, President and CEO, Perpetua Resources: "The investments from Agnico Eagle and JPMorganChase are a vote of confidence in the Stibnite gold project and America's critical mineral strategy. Investments from two leading, world-class institutions strengthens our capital position, reduces financing risk and accelerates the development of one of the nation's most strategic resource projects."
• Ammar Al-Joundi, President and CEO, Agnico Eagle: "The Stibnite gold project is an excellent opportunity in a premier mining jurisdiction. Our investment in Perpetua aligns with Agnico Eagle's commitment to disciplined and strategic investments through emerging and high-quality opportunities and provides measured exposure to one of the highest-grade open-pit gold deposits in the United States, with significant exploration upside."