Perpetua Resources (PPTA) Proxy Filing summary

Executive summary

• The annual general meeting is scheduled for May 15, 2025, to be held virtually, with shareholders voting on director elections and auditor ratification.

• Shareholders of record as of March 21, 2025, are entitled to vote; 71,262,344 common shares are outstanding, each with one vote per share.

• Notice-and-access procedures are used for proxy materials, with electronic and paper options available.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten directors and ratify PricewaterhouseCoopers LLP as independent auditors for 2025.

• The board recommends voting FOR all director nominees and FOR auditor ratification.

• Shareholder proposals and director nominations must comply with advance notice and regulatory requirements.

Board of directors and corporate governance

• The board consists of ten members with diverse backgrounds in mining, finance, government, and legal sectors.

• Eight directors are independent under Nasdaq and SEC rules; two are company employees.

• Committees include Audit, Compensation, Corporate Governance and Nominating, and Technical, all with independent members.

• Board and committee meetings had high attendance in 2024, with regular in-camera sessions for independent directors.

• Policies promote diversity, professionalism, and non-discrimination, with annual reviews of effectiveness.