Business Context and Reporting Period
Company: Perpetua Resources Corp. (PPTA)
Filing Type: Form 8-K (Current Report)
Date of Report: December 18, 2025
Reporting Period: Event date December 18, 2025
Business Context: The Company, an emerging growth company incorporated in British Columbia, operates the Stibnite Gold Project. This filing reports the entry into a material definitive agreement for engineering, procurement, and construction management services.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The only financial data provided relates to the anticipated cost of the new agreement:
- Anticipated Control Budget: $200 million to $220 million (based on current assumptions).
- Contract Structure: Cost of services-plus basis (hourly labor rates, direct costs, reimbursable expenses) plus a performance-based incentive pool.
- Price Guarantee: The Control Budget is not a guaranteed maximum price or target price and is subject to change.
Material Changes
The primary material change is the execution of an agreement with Hatch Ltd. on December 18, 2025, by Perpetua Resources Idaho, Inc. (PRII), a wholly owned subsidiary. Key aspects include:
- Scope of Work: Hatch will provide design, engineering, procurement, construction management, testing, and studies for the Stibnite Gold Project. The scope is expected to include the balance of the process plan, the pressure oxidation (POX) facility, associated infrastructure, and utilities.
- Exclusions: Hatch is not responsible for off-site power transmission, the Burntlog Route roadway, tailings storage facility embankment/liner, water treatment process design, or the diversion tunnel. PRII retains direct responsibility for these components.
- Role Definition: The agreement is for management services; Hatch does not assume responsibility for construction means, methods, or contractor safety beyond coordination and oversight.
Guidance, Outlook, and Risks
Outlook and Timeline:
- The Scope of Services is expected to be finalized in February 2026.
- A Control Budget will be prepared following transition and baseline planning activities to serve as the basis for cost monitoring.
- The agreement includes standard provisions for equitable adjustments to the Contract Price due to scope modifications, tax events, or force majeure.
- Termination provisions allow PRII to terminate for convenience (paying for work performed and demobilization costs) or for cause.
- Forward-Looking Statements: The anticipated Control Budget and Scope timing are forward-looking and subject to risks and uncertainties that may cause actual results to differ materially.
- Cost Variability: The Contract Price is not fixed and will change as detailed engineering and construction progress.
- Liability: Hatch is not liable for construction safety; site safety remains the responsibility of PRII and its contractors.
Investor Verification Checklist
- Verify the finalization of the Scope of Services expected in February 2026.
- Monitor the establishment of the Control Budget and any subsequent adjustments to the $200-$220 million range.
- Review the full text of the Engineering, Procurement, and Construction Management Services Agreement (Exhibit 10.1) for redacted details.
- Track the Company's liquidity and capital resources to ensure ability to fund the cost-plus contract structure.
- Confirm the status of excluded project components (e.g., tailings storage, power transmission) managed directly by PRII.