Perpetua Resources (PPTA) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 4, 2026, to be held virtually, with shareholders voting on key proposals including director elections, equity incentive plan approval, and auditor ratification.

• Board recommends setting the number of directors at nine, electing nine named nominees, approving the 2026 Equity Incentive Plan, and ratifying PricewaterhouseCoopers LLP as auditors.

• Shareholders of record as of April 8, 2026, are entitled to vote; 125,093,670 common shares outstanding, each with one vote per item.

• Notice and proxy materials are provided electronically, with paper copies available upon request.

Voting matters and shareholder proposals

• Proposals include fixing the number of directors at nine, electing nine directors, approving the 2026 Equity Incentive Plan, and ratifying PwC as auditors.

• Board unanimously recommends voting in favor of all proposals.

• Shareholders may submit additional business or proposals per advance notice and regulatory requirements.

Board of directors and corporate governance

• Board consists of nine members with diverse backgrounds in mining, finance, government, and law.

• Majority of directors are independent; Chair and Lead Independent Director roles are separated.

• Board committees (Audit, Compensation, Corporate Governance & Nominating, Technical and HSEC) are composed entirely of independent directors.

• Annual board and committee effectiveness reviews, formal risk matrix review, and updated governance policies in 2026.

• Non-discrimination and diversity policies are monitored and reviewed annually.