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
