Business Context and Reporting Period
Company: Perpetua Resources Corp. (PPTA)
Filing Type: Form 8-K (Current Report)
Date of Report: April 16, 2026
Reporting Period: Event date April 16, 2026
Context: The Company, an emerging growth company incorporated in British Columbia, reported the execution of a Second Amendment to an existing Engineering, Procurement, and Construction Management Services Agreement with Hatch Ltd. regarding its Stibnite Gold Project.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins) as it is a Current Report on Form 8-K detailing a specific material agreement.
| Metric | Value |
|---|---|
| Fixed Aggregate Purchase Price (Proprietary Equipment) | $32.1 million |
| Debt/Liquidity Impact | Not disclosed in this filing |
| Excluded Costs | On-site supervision, installation, erection, testing, commissioning, taxes, tariffs, and levies |
Material Changes
The primary material change is the expansion of the scope of services with Hatch Ltd. through the Second Amendment dated April 16, 2026. Key changes include:
- Scope Expansion: Hatch Ltd. is now the direct supplier of specific "Proprietary Equipment" (autoclaves, flash vessels, and vent gas cyclones) for the Stibnite Gold Project.
- Pricing Structure: A fixed aggregate purchase price of $32.1 million has been established, subject to limited adjustments via change orders for specification changes, delivery issues, force majeure, or legal changes.
- Legal Framework: The amendment establishes a separate warranty and limitation of liability regime specifically for the Proprietary Equipment, distinct from the general agreement terms.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the progression of the Stibnite Gold Project's engineering and procurement phase, following a First Amendment in February 2026 that added the pressure-oxidation and oxygen system to Hatch's scope.
Risks and Contingencies:
- Termination Rights: Perpetua Resources Idaho, Inc. (PRII) may terminate the Second Amendment for convenience with 30 days' prior written notice, subject to specified payment obligations. Hatch may terminate for cause under the original Agreement terms.
- Cost Variability: The $32.1 million price is subject to adjustment under limited circumstances, including unanticipated delivery circumstances.
- Exclusions: The purchase price excludes significant downstream costs such as installation, erection, testing, and commissioning, which may be billed separately via change orders.
Investor Verification Checklist
- Verify the total projected capital expenditure for the Stibnite Gold Project, as the $32.1 million covers only specific equipment and excludes installation and commissioning costs.
- Review the full text of Exhibit 10.1 (Second Amendment) to understand the specific "specified payment obligations" triggered if PRII terminates the agreement for convenience.
- Confirm the timeline for delivery of the Proprietary Equipment and potential exposure to force majeure or supply chain delays.
- Assess the Company's current liquidity position to ensure it can fund the $32.1 million equipment purchase and subsequent installation costs.