PERPETUA RESOURCES CORP.

Suite 201 - 405 S 8th Street, Boise, Idaho, USA 83702

Telephone: (208) 901-3060

www.perpetuaresources.com

NOTICE‐AND‐ACCESS NOTIFICATION TO SHAREHOLDERS FOR THE

ANNUAL GENERAL OF SHAREHOLDERS ON MAY 18, 2023 (the "Meeting")

You are receiving this notification as Perpetua Resources Corp. (the "Company") is using "notice-and-access", as defined under National Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer, for electronic delivery of the Company's Proxy Statement dated April 6, 2023 (the "Proxy Statement") to its shareholders in relation to the Meeting. Under notice-and-access, Canadian companies are no longer required to deliver physical paper copies of certain materials relating to the annual meeting to their shareholders, unless requested by shareholders. Instead, electronic versions can be posted online for shareholder access and review. This new means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing materials to shareholders.

MEETING DATE AND LOCATION

WHEN: Wednesday, May 18, 2023

WHERE:

Online at

10:00 a.m. Mountain Time

meetnow.global/MZA9AHQ

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS:

At the Meeting, shareholders will be asked to vote on the following:

  1. To receive and consider the audited financial statements of the Company together with the auditors' report thereon for the financial year ended December 31, 2022;
  2. To elect the nine directors named in the Proxy Statement to serve until the next Annual Meeting of Shareholders or until their respective successors are elected and qualified. Additional information may be found in the sections titled "ITEM 1 ELECTION OF DIRECTORS" in the Proxy Statement;
  3. To ratify the appointment of PricewaterhouseCoopers LLP as our independent auditors for the fiscal year ending December 31, 2023 at renumeration to be set by the directors. Additional information may be found in the section titled "ITEM 2 RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOPPERS LLP AS INDEPENDENT AUDITORS" in the Proxy Statement; and
  4. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

SHAREHOLDERS ARE REMINDED TO VIEW THE MEETING MATERIALS PRIOR TO VOTING

The meeting materials can be viewed online under the Company's SEDAR profile at www.sedar.com, or on the Company's website at https://www.investors.perpetuaresources.com/investors/shareholder-materials for up to one year from the date of this Notification.

- 2 -

HOW TO OBTAIN PAPER COPIES OF THE MEETING MATERIALS

You can obtain a paper copy of the Proxy Statement, free of charge, by

  1. Calling the Company, toll free at 1-855-703-4653 (in Canada or the U.S.) or at (208) 901-3060 (collect call outside of
    Canada or the U.S.) and providing your name and mailing address; or
  2. Sending a request to the Company's head office at Suite 201 - 405 S 8th Street, Boise, Idaho, USA 83702 and providing your name and mailing address.

If you wish to receive a paper copy of the Proxy Statement, it will be sent within three business days of your request, if such requests are made before the Meeting. To ensure you receive the material in advance of the voting deadline and Meeting date, your request should be provided to the Company no later than May 16, 2023; however, requests for Meeting materials may be made up to one year from the date the Proxy Statement was posted on SEDAR. The Company will send paper copies of the Proxy Statement to requesting shareholders within ten calendar days of their request, if such requests are made after the Meeting.

STRATIFICATION USED: NO

The Company will not use procedures known as "stratification" with its use of notice-and-access in relation to the Meeting. Stratification occurs when a reporting issuer using the notice-and-access provisions provides a paper copy of the relevant information circular to some, but not all, shareholders with a notice package in relation to the relevant meeting. In relation to the Meeting, all shareholders will receive the required documentation under notice-and-access, which will not include a paper copy of the Information Circular.

VOTING

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities, you must vote online, by telephone or by mailing the enclosed Proxy or Voting Instruction Form for receipt before 10:00 a.m. Mountain time on May 16, 2023 using the enclosed Business Reply Envelope.

Registered Holdersare asked to return their proxy using the following methods by the proxy deposit date noted on

your proxy:

INTERNET:

www.investorvote.com

TELEPHONE:

1-866-732-VOTE (8683) Toll-Free within North America, or

1-312-588-4290

Direct Dial - International

MAIL:

8th Floor, 100 University Avenue

Toronto, Ontario, Canada M5J 2Y1

Non‐Objecting Beneficial Holdersare asked to return their voting instruction forms at least one business day in advance of the proxy deposit date noted on your voting instruction form using the following methods:

INTERNET:

www.investorvote.com

TELEPHONE:

1-866-734-VOTE (8683) Toll-Free within North America, or

1-312-588-4291

Direct Dial - International

MAIL:

8th Floor, 100 University Avenue

Toronto, Ontario, Canada M5J 2Y1

All other beneficial holders should follow the instructions on the Voting Instruction Form ("VIF") that was sent to you.

QUESTIONS

Shareholders with questions about notice-and-access can contact the Company through its toll-free number at 1-855-703-4653 (in Canada or the U.S.) at (208) 901-3060 (collect call outside of Canada or the U.S.), or by email at info@perpetuacorp.us.

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Disclaimer

Perpetua Resources Corp. published this content on 04 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2024 21:26:10 UTC.