Perpetua Resources Corp. Common Shares (without par value) Controlled Equity OfferingSM Sales AgreementSales Agreement • May 12th, 2023 • Perpetua Resources Corp. • Gold and silver ores • New York
Perpetua Resources Corp., a corporation incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) and having its head office located in Boise, Idaho (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Idaho
EMPLOYMENT AGREEMENTEmployment Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Washington
THIS AGREEMENT WITNESSES that, in consideration of the payment of the sum of $100.00 from the Employer to the Employee, and the mutual covenants and agreements contained herein, the parties mutually agree as follows.
PO Box 429, 13181 Hwy 55 Donnelly, ID 83615 (208) 901-3060 PerpetuaResources.comEmployment Agreement • May 16th, 2022 • Perpetua Resources Corp. • Gold and silver ores
The items below relate to amendments to your Employment Agreement (“Agreement”) dated February 8, 2011. Schedule “A” of your Agreement will be amended as follows:
INVESTOR RIGHTS AGREEMENT MIDAS GOLD CORP. - and - BARRICK GOLD CORPORATIONInvestor Rights Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Ontario
WHEREAS the Investor has agreed to purchase, on a private placement basis, 46,551,731 common shares of the Corporation (“Common Shares”), representing 19.9% of the issued and outstanding Common Shares (the “Share Offering”);
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Idaho
Perpetua Resources Idaho, Inc.405 S 8th Street, #201Boise, ID 83702(hereinafter referred to as the “Company”) OF THE FIRST PART AND: John Meyer (hereinafter referred to as the “Consultant”) OF THE SECOND PART
PERPETUA RESOURCES CORP. STOCK OPTION PLAN – OPTION AGREEMENTStock Option Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores
This Option Agreement is entered into between Perpetua Resources Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 9th, 2023 • Perpetua Resources Corp. • Gold and silver ores • British Columbia
NOW THEREFORE in consideration of the Indemnified Party acting or continuing to act as a director and/or officer of the Corporation or Other Entity, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
MIDAS GOLD CORP. STOCK OPTION PLAN – OPTION AGREEMENTStock Option Agreement • April 9th, 2021 • Perpetua Resources Corp. • Gold and silver ores
This Option Agreement is entered into between Midas Gold Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • British Columbia
Midas Gold Corp.Suite 890 - 999 West Hastings Street Vancouver, BCCanada V6C 2W2(hereinafter referred to as the “Company”) OF THE FIRST PART AND: Darren Morgans (hereinafter referred to as the “Consultant”) OF THE SECOND PART
UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2020 • Midas Gold Corp. • British Columbia
Upon and subject to the terms and conditions set forth herein, RBC Dominion Securities Inc. (a member company of RBC Capital Markets) and BMO Nesbitt Burns Inc. (together, the “Co-Lead Underwriters”), and Haywood Securities Inc. (collectively with the Co-Lead Underwriters, the “Underwriters”), hereby severally and neither jointly, nor jointly and severally, agree to purchase from Midas Gold Corp. (the “Company”), and the Company hereby agrees to issue and sell 33,200,000 Common Shares (as defined herein) (the “Offered Shares”) to the Underwriters at a price of $0.60 per Offered Share (the “Offering Price”) for aggregate gross proceeds of $19,920,000 (the “Offering”).
March 14, 2024 Laurel Sayer Subject: First Amendment to Employment Agreement Dear Laurel,Employment Agreement • March 14th, 2024 • Perpetua Resources Corp. • Gold and silver ores
The items below relate to amendments to your Employment Agreement with Perpetua Resources Idaho, Inc. (the "Company") dated September 19, 2016 (your “Employment Agreement”). Your Employment Agreement will be amended as reflected in this First Amendment to the Employment Agreement (this “First Amendment”). The Employment Agreement, as amended by this First Amendment, contains the entire agreement between the parties, and there are no agreements, warranties, or representations that are not set forth in the Employment Agreement and this First Amendment. The terms in this First Amendment supersede any contrary provisions in the Employment Agreement to the extent that the terms of this First Amendment and the Employment Agreement expressly conflict. Unless otherwise defined herein, all capitalized but undefined terms shall continue to have the same meaning given such term within the Employment Agreement. Unless expressly amended herein, all provisions of the Employment Agreement remain in f
MIDAS GOLD CORP. STOCK OPTION PLAN – OPTION AGREEMENTStock Option Agreement • April 9th, 2021 • Perpetua Resources Corp. • Gold and silver ores
This Option Agreement is entered into between Midas Gold Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
SCHEDULE A Form of Consulting Agreement CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Ontario
TIA Single Modification between The United States Of America USAF/AFMC AFRL WRIGHT RESEARCH SITE 2130 EIGHTH STREET BUILDING 45 WRIGHT-PATTERSON AFB OH 45433-7541 and PERPETUA RESOURCES IDAHO INC STE 201 BOISE ID 83702-7100 CAGE: 9AXR4 Concerning...Tia Single Modification • November 9th, 2023 • Perpetua Resources Corp. • Gold and silver ores
Change in Agreement No.: FA8650-23-2-5522 PZ0001 Change in Total Amount of the Agreement: $12,062.00 Change in Government share: $12,062.00 Change in Recipient share: $0.00 Change in Funds Allotted by Government: $6,212,062.00 Effective Date:
Common Shares Perpetua Resources Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 13th, 2021 • Perpetua Resources Corp. • Gold and silver ores • New York
Perpetua Resources Corp. (formerly Midas Gold Corp.), a corporation incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) and having its head office located in Boise, Idaho (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 9,523,810 common shares without par value in the capital of the Company (“Common Shares”), which includes 3,835,810 Common Shares being purchased by Paulson & Co. Inc. (“Paulson”) pursuant to the exercise of its participation rights under the Participation Agreements (as defined herein) (such Common Shares, the “Paulson Shares”). The Common Shares, excluding the Paulson Shares, to be issued and sold to the Underwriters as set forth on Schedule I hereto are collectively referred to as the “Firm Shares”. The Company also proposes to grant to the Underwriters an option to purchase up to 1,428,572 additional Common Shares (the “Option Shares”), representing 1
FOURTH AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 23rd, 2021 • Perpetua Resources Corp. • Gold and silver ores
AND WHEREAS the Corporation and the Investor are party to an investor rights agreement dated May 16, 2018, as amended by the first amending agreement to the investor rights agreement dated March 24, 2019, the second amending agreement to the investor rights agreement dated May 15, 2019 and the third amending agreement to the investor rights agreement dated May 24, 2019 (together, the "IR Agreement");
EMPLOYMENT AGREEMENTEmployment Agreement • March 14th, 2024 • Perpetua Resources Corp. • Gold and silver ores
Technology Investment Agreement between The United States Of America USAF/AFMC AFRL WRIGHT RESEARCH SITE 2130 EIGHTH STREET BUILDING 45 WRIGHT-PATTERSON AFB OH 45433-7541 and PERPETUA RESOURCES IDAHO INC 405 S 8TH ST STE 201 BOISE ID 83702-7100Technology Investment Agreement • March 16th, 2023 • Perpetua Resources Corp. • Gold and silver ores
FIRST AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 23rd, 2020 • Midas Gold Corp.
AND WHEREAS the Parties have agreed to amend the IR Agreement as provided for in this First Amending Agreement to the Investor Rights Agreement (the "First Amending Agreement");
THIS GUARANTEE INDENTURE dated as of the 17th day of March, 2020 AMONG: MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia, (the “Guarantor”), -and - IDAHO GOLD RESOURCES COMPANY, LLC, a limited liability...Guarantee Indenture • September 23rd, 2020 • Midas Gold Corp. • British Columbia
COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company authorized to carry on business in all of the provinces and territories of Canada
MIDAS GOLD CORP. STOCK OPTION PLAN – OPTION AGREEMENTStock Option Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores
This Option Agreement is entered into between Midas Gold Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2023 • Perpetua Resources Corp. • Gold and silver ores
TRANSITION AGREEMENTTransition Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Ontario
This transition agreement (the “Agreement”) is made this 3rd day of December, 2020 by and between (a) MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia (the “Company”) and (b) PAULSON & CO. INC., a Delaware corporation (“Paulson”).
PERPETUA RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Delaware
Pursuant to the Perpetua Resources Corp. Omnibus Equity Incentive Plan (the “Plan”), the Participant listed below has been granted Performance Share Units (“PSUs”) as designated below, in accordance with, and subject to the terms of the Plan and this performance share unit award agreement (“PSU Award Agreement”). Capitalized terms not defined herein have the meaning ascribed to them in the Plan.
TIA Single Modification between The United States Of America USAF/AFMC AFRL WRIGHT RESEARCH SITE 2130 EIGHTH STREET BUILDING 45 WRIGHT-PATTERSON AFB OH 45433-7541 and PERPETUA RESOURCES IDAHO INC STE 201 BOISE ID 83702-7100 CAGE: 9AXR4 Concerning...Tia Single Modification • August 9th, 2024 • Perpetua Resources Corp. • Gold and silver ores
Change in Agreement No.: FA8650-23-2-5522 P00002 Change in Total Amount of the Agreement: $34,412,114.00 Change in Government share: $34,412,114.00 Change in Recipient share: $0.00 Change in Funds Allotted by Government: $34,412,114.00 Effective Date: 02 MAY 2024
SECOND AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores
WHEREAS the Corporation and the Investor are party to an investor rights agreement dated May 16, 2018, as amended by the first amending agreement to the investor rights agreement dated March 24, 2019 (together, the “IR Agreement”);
PERPETUA RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Delaware
Pursuant to the Perpetua Resources Corp. Omnibus Equity Incentive Plan (the “Plan”), the Participant listed below has been granted Restricted Share Units (“RSUs”) as designated below, in accordance with, and subject to the terms of the Plan and this restricted share unit award agreement (“RSU Award Agreement”). Capitalized terms not defined herein have the meaning ascribed to them in the Plan.
September 1, 2019 Darren Morgans Dear Darren Subject: Amendment to Employment AgreementEmployment Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores
THIRD AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores
WHEREAS the Corporation and the Investor are party to an investor rights agreement dated May 16, 2018, as amended by the first amending agreement to the investor rights agreement dated March 24, 2019 and the second amending agreement to the investor rights agreement dated May 15, 2019 (together, the “IR Agreement”);
MIDAS GOLD CORP. STOCK OPTION PLAN – OPTION AGREEMENTStock Option Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores
This Option Agreement is entered into between Midas Gold Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:
