Perpetua Resources Files 8-K on Equity Sales

TL;DR

PRP sold unregistered equity, watch for dilution.

AI Summary

Perpetua Resources Corp. filed an 8-K on December 16, 2025, reporting on unregistered sales of equity securities and other events that occurred on December 9, 2025. The company, formerly known as Midas Gold Corp., is incorporated in British Columbia and headquartered in Boise, Idaho.

Why It Matters

This filing indicates potential dilution for existing shareholders due to unregistered equity sales, which could impact the stock price.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can lead to dilution and signal potential financial distress or a need for capital.

Key Players & Entities

• Perpetua Resources Corp. (company) — Registrant
• Midas Gold Corp. (company) — Former company name
• December 9, 2025 (date) — Date of earliest event reported
• December 16, 2025 (date) — Filing date
• Boise, Idaho (location) — Principal executive offices

FAQ

Key Financial Figures

• $4 m — gregate gross proceeds of approximately $4 million, 138,696 common shares, no par va
• $28.84 — ivate Placement Shares ") at a price of $28.84 per Common Share (the " Hatch Private P
• $28.84 million — o sell and issue, for gross proceeds of $28.84 million (i) 1,000,000 Common Shares (such Commo
• $38 — rrants will be exercisable at prices of $38.93, $43.26 and $47.59 per Common Share,
• $43.26 — ill be exercisable at prices of $38.93, $43.26 and $47.59 per Common Share, respective
• $47.59 — cisable at prices of $38.93, $43.26 and $47.59 per Common Share, respectively. The War
• $100,000 — , the Company shall (i) make a grant of $100,000 to the Stibnite Foundation; and (ii) is
• $4 million — coming weeks. Hatch intends to invest $4 million in the Company, as described under Item

Filing Documents

• tm2533498d1_8k.htm (8-K) — 39KB
• 0001104659-25-121391.txt ( ) — 207KB
• ppta-20251209.xsd (EX-101.SCH) — 3KB
• ppta-20251209_lab.xml (EX-101.LAB) — 33KB
• ppta-20251209_pre.xml (EX-101.PRE) — 22KB
• tm2533498d1_8k_htm.xml (XML) — 4KB

02

Item 3.02 Unregistered Sales of Equity Securities. Private Placement of Common Shares to Hatch Ltd. On December 15, 2025, the Company entered into a subscription agreement with Hatch Ltd. (" Hatch ") (the " Hatch Subscription Agreement ") pursuant to which the Company agreed to sell and issue, for aggregate gross proceeds of approximately $4 million, 138,696 common shares, no par value, of the Company (" Common Shares " and such Common Shares to be issued and sold, the " Hatch Private Placement Shares ") at a price of $28.84 per Common Share (the " Hatch Private Placement "), which was the closing price of the Common Shares on Nasdaq on Friday, December 12, 2025. The Hatch Private Placement Shares will be issued in two tranches. The first tranche will be comprised of 69,348 Common Shares and issued on the date that the Company enters into an agreement with Hatch for engineering, procurement and construction management (" EPCM ") services relating to the Stibnite Gold Project. The second tranche will be comprised of 69,348 Common Shares and issued as soon as practicable after the later of (x) the date the board of directors of the Company makes a final investment decision with respect to the Stibnite Gold Project; and (ii) the date the Company signs definitive documentation with respect to project financing. The Hatch Subscription Agreement contains customary representations and warranties on the part of each of the parties. The Company will not pay any underwriting discounts or commissions with respect to the sale of the Hatch Private Placement Shares. Private Placement of Common Shares to Non-Affiliated Investor On December 12, 2025, the Company entered into a subscription agreement with a private, non-affiliated investor (the " Investor Subscription Agreement ") pursuant to which the Company agreed to sell and issue, for gross proceeds of $28.84 million (i) 1,000,000 Common Shares (such Common Shares to be issued and sold, the " Investor Private Placement

01

Item 8.01 Other Events. Selection of Engineering, Procurement, and Construction Management Manager On December 15, 2025, the Company announced that it had selected Hatch as the EPCM contractor for the Stibnite Gold Project. Under the EPCM model, Hatch will be responsible for: Comprehensive process plant and site infrastructure engineering and design Procurement management for all major site equipment and systems Construction management across the full process facility scope and other site infrastructure Integrated project controls, reporting, and performance management standards The Company conducted an in-depth selection process which was guided by a multi-disciplinary evaluation matrix. Only firms with demonstrated technical depth, commercial competitiveness, and previous engagement with the Stibnite Gold Project were invited to bid. Hatch emerged as the clear leader across commercial, technical, and execution-readiness criteria. The Company and Hatch are currently negotiating terms of the definitive EPCM contract to reflect the terms of Hatch's winning bid. The EPCM contract is expected to be finalized in the coming weeks. Hatch intends to invest $4 million in the Company, as described under Item 3.02 of this Current Report. The equity investment by Hatch was not a factor in the Company's selection of Hatch as EPCM contractor, and the terms of the EPCM agreement are not contingent on the Private Placement. Partnership with Idaho National Laboratory On December 9, 2025, the Company announced that it had entered into an agreement with the Idaho National Laboratory (" INL ") via Battelle Energy Alliance LLC for the INL to host, commission, and operate a flexible, modular pilot processing plant expected to be capable of recovering various critical and defense-related minerals, including antimony from the Company's ores. This initiative is intended to demonstrate the feasibility of producing high-quality, military specification antimony trisulfide us

SIGNATURES

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: December 16, 2025 By: /s/ Mark Murchison Mark Murchison Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR