Form 8-K

8-K — PERPETUA RESOURCES CORP.

Accession: 0001104659-26-046859

Filed: 2026-04-22

Period: 2026-04-16

CIK: 0001526243

SIC: 1040 (GOLD & SILVER ORES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — tm2612437d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2612437d1_ex10-1.htm)

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8-K (Primary)

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2026-04-16

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):

April 16, 2026

Perpetua Resources Corp.

(Exact name of registrant as specified in its charter)

British Columbia

001-39918

98-1040943

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

405 S. 8th Street, Ste. 201

Boise, Idaho

83702

(Address of principal executive

offices)

(Zip Code)

Registrant’s telephone

number, including area code: (208) 901-3060

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Shares, without par value

PPTA

Nasdaq Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company x

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed on

December 22, 2025, Perpetua Resources Idaho, Inc. (“PRII”), a wholly owned subsidiary of Perpetua Resources Corp.

(the “Company”), entered into an engineering, procurement, and construction management services agreement (the “Agreement”)

with Hatch Ltd. (“Hatch”) for certain design, engineering, procurement, construction management, testing, studies,

and related services for the Company’s Stibnite Gold Project (the “Project”). As previously disclosed on February

28, 2026, PRII and Hatch entered into an amendment (the “First Amendment”) to the Agreement to, among other things,

add the design and installation of the pressure-oxidation and oxygen system (the “POX/O2 System”) to Hatch’s

scope of services under the Agreement and finalize the process guarantee. Unless defined herein, capitalized terms have the same meanings

as in the Agreement, as amended.

Subsequent to the First Amendment,

PRII selected Hatch as the direct supplier of certain required equipment for the Project, including autoclaves, flash vessels and vent

gas cyclones (collectively, the “Proprietary Equipment”). On April 16, 2026, PRII and Hatch entered into a second

amendment to the Agreement (the “Second Amendment”), to establish supplementary terms and conditions applicable solely

to the design, engineering and supply of the Proprietary Equipment. Under the Second Amendment, Hatch will supply the Proprietary Equipment,

for a fixed aggregate purchase price of $32.1 million (the “Purchase Price”), which is subject to adjustment by change

order under limited circumstances, including changes in specifications or delivery, force majeure events, changes in applicable law,

or certain unanticipated delivery circumstances. The Purchase Price excludes on-site supervision, installation, erection, testing and

commissioning services, which may be provided by Hatch under a change order to the Agreement, and any taxes, tariffs, levies or similar

governmental or regulatory charges (other than payroll or income taxes), which are payable by PRII.

The Second Amendment also

provides a separate warranty and limitation of liability regime for the Proprietary Equipment and establishes specific intellectual property

rights and restrictions relating to the Proprietary Equipment, in each case, subject to the terms and exclusions set forth in the Agreement.

The Second Amendment may be terminated by PRII for convenience upon not less than 30 days’ prior written notice, subject to specified

payment obligations, and by Hatch pursuant to the termination-for-cause rights under the Agreement, which would result in certain additional

payment rights in favor of Hatch.

The foregoing description of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by,

the full text of the Second Amendment, a copy of which is filed (with certain portions redacted in accordance with Item 601(b)(1)(iv)

of Regulation S-K) as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Index

Exhibit No.

Description

10.1*#

Amendment No. 2 to Engineering, Procurement, and Construction Management Services Agreement, made and executed as of April 16, 2026, by and between Perpetua Resources Idaho, Inc. and Hatch Ltd.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

* Portions of this exhibit have been redacted in compliance with

Regulation S-K Item 601(b)(10)(iv).

# Schedules have been omitted pursuant to Regulation S-K Item

601(b)(2). The Company agrees to furnish to the SEC a copy of any omitted schedule upon request.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

PERPETUA RESOURCES CORP.

Dated: April 22, 2026

By:

/s/ Mark Murchison

Mark Murchison

Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2612437d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE THE REGISTRANT CUSTOMARILY AND ACTUALLY

TREATS THE OMITTED INFORMATION AS PRIVATE OR CONFIDENTIAL, AND SUCH INFORMATION IS NOT MATERIAL. OMISSIONS ARE IDENTIFIED AS [***].

AMENDMENT

No. 2

Engineering, Procurement, and Construction

Management Services Agreement

SUPPLEMENTARY TERMS AND CONDITIONS –

SUPPLY OF PROPIETARY EQUIPMENT

This Amendment No. 2 (“Amendment”)

is entered into as of April 16, 2026 by and between:

Perpetua Resources Idaho, Inc.,

an Idaho corporation with an office located at 405 South 8th Street, Suite 201, Boise, ID 83702 (“Owner”)

- and -

Hatch Ltd., a corporation organized

under the laws of Canada with an office located at 2800 Speakman Drive, Mississauga, Ontario, L5K 2R7, Canada (solely for the purposes

of this Amendment, “Supplier”).

WHEREAS the Owner and Supplier entered

into the Engineering, Procurement, and Construction Management Services Agreement, dated December 18, 2025, as subsequently amended (“Agreement”)

wherein the Owner contracted Supplier to provide, as EPCM, certain design, engineering, procurement, construction management, testing,

studies, and related services (as more specifically set out in the Agreement) in respect of the Project, a gold and antimony mine that

is to be constructed in Stibnite (Valley County), Idaho.

AND WHEREAS Supplier is the owner of certain

proprietary technologies, including autoclaves, flash vessels, and vent gas cyclones (“Proprietary Equipment”) which

the Owner wishes to purchase and implement at the Facility for use in connection with the Project.

AND WHEREAS the Owner and Supplier wish

to set out the terms and conditions applicable to the supply of such Proprietary Equipment, and to amend and supplement the Agreement

solely for such purpose.

NOW THEREFORE, in consideration of the

mutual promises and covenants contained herein, the Parties agree as follows:

1.0 Amendment of the Agreement to

Include Supplementary Terms and Conditions

Owner and Supplier agree to amend

the Agreement to include the Supplementary Terms and Conditions for the purpose of facilitating the sale of the Proprietary Equipment

from Supplier to Owner. In consideration thereof, the Parties agree as follows:

(i) The Supplementary Terms and Conditions

apply solely in respect of the design, engineering, and supply of the Proprietary Equipment,

as more specifically set out in Attachment 1 to this Amendment.

(ii) The technical specifications and scope

of supply of the Proprietary Equipment is set out in Attachment 2 to this Amendment.

(iii) The purchase price, payment terms, and

payment schedule for the Proprietary Equipment are set out in Attachment 3 to this Amendment.

(iv) The Proprietary Equipment shall be delivered

pursuant to the delivery schedule set out in Attachment 4 to this Amendment.

2.0 Miscellaneous

2.1 Except for the Supplementary Terms and Conditions

that have been specifically amended herein, all terms, conditions and provisions contained

in the Agreement shall remain unchanged and in full force and effect.

2.2 In the event of a contradiction between

the Agreement and this Amendment, solely with respect to the subject matter of this Amendment,

this Amendment shall prevail.

2.3 All capitalized terms used in this Amendment

have the meaning ascribed to them in the Agreement, unless otherwise defined herein.

2.4 This Amendment shall be governed by and

construed in accordance with the governing law and jurisdiction identified in the Agreement.

2.5 This Amendment may be executed and delivered

by facsimile or other form or electronic transmission such as email or PDF and such signature

shall have the same legal effect as a manual signature. This Agreement may be validly executed

in any number of counterparts, all of which taken together shall constitute one and the same

agreement and each of which shall constitute an original.

Supplier

Owner

/s/ Ian Duckworth

/s/ Mark Murchison

Signature

Ian Duckworth

Mark Murchison

Name (Please print)

Managing Director

CFO

Position (Please print)

Attachment 1

Supplementary Terms and Conditions Related

to the Supply of Proprietary Equipment

1. DEFINITIONS

(a) “Defective

Proprietary Equipment” or “Proprietary

Equipment Defect(s)” means with respect to the Proprietary

Equipment:

(i) any

defect in material or workmanship of the Proprietary Equipment; or

(ii) any

failure of the Proprietary Equipment to conform to the relevant technical specifications

set out in Attachment 2;

(b) “Deliverables”

means, solely with respect to the Proprietary Equipment, any drawings, specifications, operations

and maintenance manuals, or other deliverables provided to Owner by Supplier in connection

with the Proprietary Equipment and, to the extent that the context permits, includes all

information and data contained therein. For clarity, Deliverables related specifically to

Proprietary Equipment shall not include shop drawings or engineering detail drawings, or

proprietary calculations or other proprietary engineering data.

means the delivery of Proprietary Equipment as described in Clause 7.

(d) "Delivery

Date" means the date(s) set forth in Attachment 3

for the Delivery of the Proprietary Equipment, which may, where specified in Attachment 3

be delivered in portions or lots. If Attachment 3 contemplates delivery in portions or lots,

the Delivery Date shall be deemed to apply individually to each respective portion or lot

of the Proprietary Equipment.

(e) "Proprietary

Equipment" means the specific autoclave, flash vessel,

vent gas cyclone equipment, and such other equipment to be designed, engineered and supplied

by Supplier, as more specifically described in Attachment 2, which are being configured for

application at the Owner’s Facility based on the Supplier’s existing designs,

confidential information, inventions, patents, process technologies, process controls systems,

technical information, methods, documentation, know-how,

and such other Supplier Proprietary Equipment Background IP relevant to and/or related to

such equipment.

(f) “Purchase

Price” means the aggregate purchase price for the

Proprietary Equipment and the related Services as described in this Amendment.

(g) “Supplier

Proprietary Equipment Background IP” means the know-how,

process designs, design criteria, calculations, models, specifications, software, firmware,

control logic, control narratives, configuration files, algorithms, manuals, training materials,

and other information, in any form, that are embodied in, incorporated into, used by, used

in or necessary for the design, manufacture, supply, integration, operation, maintenance,

optimization, and lifecycle modifications of the Proprietary Equipment, which is proprietary

to, and is owned or controlled by Supplier or its Affiliates. For the avoidance of doubt,

“Pre-Existing EPCM Intellectual Property,” as defined in the Agreement, includes

Supplier Proprietary Equipment Background IP.

2. WARRANTY FOR PROPRIETARY EQUIPMENT

2.1. Supplier

warrants that the Proprietary Equipment and Deliverables specifically related thereto and

supplied hereunder shall be:

(a) free

from Proprietary Equipment Defects at Delivery; and

(b) supplied

solely in English and in standard formats subject to the reasonable approval of both Parties.

2.2. In

the event any of the Proprietary Equipment are found to be defective, Supplier’s sole

obligation shall be, at its option and expense, to repair or replace all Defective Proprietary

Equipment if, within the later of (a) [***] months from the date such Proprietary Equipment

is installed at the Facility, or (b) [***] months from the Delivery Date for such Proprietary

Equipment, either (i) Supplier becomes aware of the Proprietary Equipment Defect in its role

as EPCM; or (ii) Owner gives notice of the relevant Proprietary Equipment Defect to Supplier.

Any Defective Proprietary Equipment replaced under warranty shall become the property of

Supplier. Replacement or repair of Defective Proprietary Equipment in whole or in part shall

extend the warranty period, only for such repaired Proprietary Equipment, for one year; however,

in no event shall Supplier’s warranty obligations extend more than [***] months from

the initial installation of the Proprietary Equipment at the Facility. Where Supplier has

an obligation to repair or replace Defective Proprietary Equipment, Owner shall, at its own

expense, make such Defective Proprietary Equipment accessible at the Facility location in

a manner as Supplier may reasonably request.

2.3. Notwithstanding

Clauses 2.1 and 2.2 to these Supplementary Terms and Conditions:

(a) Except

to the extent that any of the following arise out of or result from Supplier’s failure

to comply with its obligations as EPCM under the Agreement, Supplier shall not be liable

or responsible for any Proprietary Equipment Defects arising from (i) a failure to install,

test, commission, operate or maintain the Proprietary Equipment in accordance with Supplier

specifications, manuals and other instructions, (ii) corrosion, (iii) normal wear and tear,

(iv) Force Majeure Event, (v) use of replacement parts supplied by any person other than

Supplier, or (vi) any alterations, modifications or repairs made without Supplier’s

prior consent;

(b) Except

to the extent that any of the following arise out of or result from Supplier’s failure

to comply with its obligations as EPCM under the Agreement, all Supplier warranties will

be voided in the event of (i) any unauthorized alterations, modifications or repair to the

Proprietary Equipment, (ii) the use of replacement parts manufactured by a third party without

Supplier’s prior written consent, or (iii) any failure to install, test, commission,

operate or maintain the Proprietary Equipment in accordance with Supplier specifications,

manuals and other instructions(but only to the extent not performed by Supplier); and

components that are purchased from third parties and incorporated into the Proprietary Equipment

are covered by the original manufacturer’s licenses and/or warranties, if any, which

will be assigned to Owner and Supplier shall have no obligations in respect thereof, except

for Supplier’s obligations as EPCM under the Agreement.

2.4. Owner

shall promptly notify Supplier in writing, within the relevant warranty periods, of any actual

or alleged Proprietary Equipment Defects of which Owner becomes aware; provided, however,

that Supplier shall be deemed to have notice of any actual or alleged Proprietary Equipment

Defects of which Supplier becomes aware in its role as EPCM, and Owner authorizes Supplier

to immediately proceed with its warranty obligations under this Amendment in such circumstances.

. Owner shall provide Supplier with all assistance reasonably required in connection with

the verification and remediation of any such Equipment Defect. If Supplier determines that

any problems are not the result of a Proprietary Equipment Defect, and Owner agrees with

such determination, then Owner shall compensate Supplier for the reasonable time spent on

the investigation at Supplier’s Schedule of Rates in effect at the time. If Owner disagrees

with Supplier’s determination, or the cause of the problem cannot be reasonably determined,

the matter and resulting costs shall be resolved in accordance with the dispute resolution

provisions of the Agreement; provided, however, that EPCM shall proceed to facilitate remediation

of such Proprietary Equipment Defect.

2.5. As

a condition of the Supplier’s warranty, such On-Site Technical Support Services (as

further described in Attachment 3 to this Amendment) must be performed exclusively by the

Supplier; failure to engage the Supplier for any of these activities shall void the warranty

to the extent of any resulting defect or non-conformance.

2.6. Subject

to Clause 2.1, Supplier is not liable or responsible for:

(a) the

work or products of any third-party suppliers or contractors engaged by Owner who, in both

cases, are not managed by Supplier in its role as EPCM, including any means, methods, sequences,

procedures or techniques used by such suppliers or contractors, or

(b) safety

and security at any Owner premises or the Facility, provided that (i) nothing in this Clause

2.6 modifies or limits in any way Supplier’s obligations with respect to safety and

security at Owner premises or the Facility in its roles as EPCM under the Agreement; (ii)

Supplier will comply with all relevant laws and those site requirements relating to safety

and security that have been notified to Supplier or of which Supplier is aware as EPCM; and

(ii) Supplier will take reasonable measures to protect the Proprietary Equipment when performing

Services at the Facility.

2.7. Unless

otherwise expressly stated in this Amendment, the Purchase Price set out in Attachment 3

is exclusive of all costs for building and other permits, environmental fees, or other fees

or charges which may be imposed by governmental authorities.

2.8. Except

as required under or stated otherwise in the Agreement, the warranty provisions of this Clause

2 set out Supplier’s sole liability in respect of the Proprietary Equipment, and are,

solely with respect to the Proprietary Equipment, exclusive and in lieu of any other warranties,

whether written, oral, implied or statutory.

2.9. All

statutory warranties (including those in any relevant trade practices or sale of Proprietary

Equipment laws relating to the quality or fitness for purpose of the Proprietary Equipment)

are excluded or limited to the maximum extent permitted by law.

2.10. If

Supplier fails to remedy any Defective Proprietary Equipment within a reasonable period after

becoming aware of a Proprietary Equipment Defect in accordance with Clause 2.4, or receiving

written notice from Owner, and after being given further reasonable opportunity to cure (taking

into account the nature of the defect and availability of parts), Owner shall have the right,

after giving Supplier a further written notice, to remedy such Proprietary Equipment Defect

itself or through a qualified third party solely to the extent necessary to correct such

Defective Proprietary Equipment. In such event, Supplier shall reimburse Owner for all reasonable

and documented costs directly incurred in remedying the Proprietary Equipment Defect, provided

that:

(a) the

Proprietary Equipment Defect is attributable to Supplier;

(b) the

Proprietary Equipment Defect is not subject to a pending or unresolved dispute, and

2.11. the

total amount of such reimbursement shall not exceed the original cost of the Proprietary

Equipment and in any event shall be subject to the maximum liability limitations set forth

in Clause 10 of this Amendment. Supplier disclaims any liability arising from the use of

the Proprietary Equipment or any Deliverables specifically related thereto in contravention

of this Amendment or any specifications, manuals or other instructions provided by Supplier.

3. INTELLECTUAL

PROPERTY AND CONFIDENTIALITY RELATED TO THE SUPPLIER’S PROPRIETARY EQUIPMENT TECHNOLOGY

3.1. The

Owner acknowledges and agrees that the Proprietary Equipment to be supplied by the Supplier

pursuant to this Amendment, as more specifically described in Attachment 2, is being designed,

engineered, and configured for application at the Owner’s Facility based on, and incorporating

the Supplier Proprietary Equipment Background IP. Except as stated otherwise in this Amendment,

Owner’s rights in any Supplier Proprietary Equipment Background IP shall be the same

as Owner’s rights in Pre-Existing EPCM Intellectual Property under the Agreement.

3.2. Except

for the Proprietary Equipment itself, any patterns, templates, jigs or other fixtures or

equipment provided by Supplier in the course of facilitating the fabrication of the Proprietary

Equipment shall remain the property of Supplier.

3.3. Supplier

grants Owner:

(a) a

non-exclusive, non-transferable, non-sublicensable, perpetual, and unless otherwise agreed,

royalty-free license to:

(i) assemble

and install the Proprietary Equipment solely at the Facility, and

(ii) use,

operate, and maintain, at the Owner’s discretion, the Proprietary Equipment solely

at the Facility, and

(b) subject

to Clause 3.5, a non-exclusive, non-transferable, non-sublicensable, perpetual, and unless

otherwise agreed, royalty-free license to all future modifications, improvements and developments

to the Proprietary Equipment to which Supplier has any right, title or interest.

Notwithstanding

the foregoing, Owner may transfer the

rights granted under this Clause 3.3 to an entity established for the development, ownership,

or operation of the Facility, provided that such transfer shall not be made to a Competitor

of Supplier. For the purposes of this Clause 3.3, “Competitor” means any entity

or individual whose business includes the design, manufacture, or supply of autoclave systems

or substantially similar pressure processing equipment that competes with the Proprietary

Equipment. For clarity, any Deliverables specifically related to the Proprietary Equipment

that are provided to Owner by the Supplier that relate to the Proprietary Equipment may be

used by Owner solely for the purposes of installing, assembling, operating, using and maintaining

the Proprietary Equipment at the Facility and for no other purpose.

3.4. Owner

shall use best efforts to arrange for Supplier to be granted reasonable access to all installations

of the Proprietary Equipment or improved Proprietary Equipment and to any related operational,

maintenance, process and equipment instrumentation data for purposes relating only to the

use or improvement of the Proprietary Equipment and for technology development purposes.

Such access shall, unless requested by Owner, be at Supplier’s expense. Any data collected

by Supplier will be subject to the confidentiality provisions set out in the Agreement.

3.5. Owner

will have the right to use, for no additional fee, all future modifications, improvements

and/or developments to the Proprietary Equipment to which Supplier has any right, title or

interest, regardless of when these developments are or were made, and regardless of whether

these developments are or were made by Supplier, the Owner, and/or existing or future licensees

of the Proprietary Equipment. Owner agrees to disclose to Supplier the results of any testing

of the Proprietary Equipment or improved Proprietary Equipment, which shall be treated as

Owner Confidential Information under the Agreement. In addition, Supplier and Owner agree

to (i) disclose to one another all modifications, improvements and/or development it makes

in relation to the Proprietary Equipment, and (ii) their use without any payments additional

to those set out in this Amendment or Agreement. Owner hereby assigns to Supplier any rights

which Owner may have now or in the future to any modifications, improvements, and/or developments

containing or based upon the Proprietary Equipment. Owner acknowledges that all rights, title

and interest in and to all modifications, improvements, and/or developments thereto, including

any patents, industrial designs, copyrights, trademarks, or other intellectual property directly

related to Proprietary Equipment modifications, improvements and/or developments shall vest

in Supplier. Owner shall have a perpetual, irrevocable, royalty-free, fully paid license

(with the right to (i) disclose Confidential Information and Deliverables related to the

Proprietary Equipment to Project contractors to the extent necessary for such contractors

to carry out their obligations; and (ii) transfer to lenders for financing, enforcement,

and step-in purposes or to a successor of Owner as a result of a sale of the Project or change

in control or ownership of Owner), to use Proprietary Equipment modifications, improvements

and/or developments solely for the , construction, commissioning, operation, maintenance,

debottlenecking, and expansion of the Project. The Owner acknowledges and agrees that the

Purchase Price for the Proprietary Equipment set out in Attachment 3 does not include the

cost of implementing any such modifications, improvements, or developments to the Proprietary

Equipment that the Owner may wish to incorporate.

3.6. The

third-party intellectual property infringement indemnity set out in Article 10.6 of the Agreement

shall apply mutatis mutandis to the supply of the Proprietary Equipment.

3.7. The

Owner acknowledges and agrees that the Proprietary Equipment, all Deliverables relating to

the Proprietary Equipment, and all information pertaining to the Supplier’s Background

IP constitute Confidential Information of the Supplier. Accordingly, the confidentiality

obligations set out in Article 12 of the Agreement shall apply, mutatis mutandis, to this

Amendment and to all such information.

4. INSPECTIONS

4.1. Shop

inspections shall be performed in accordance with the schedule set out in Attachment 4 of

this Amendment, and at such other times as deemed necessary by Supplier.

4.2. Shop

inspections may be attended by Owner or Owner’s delegate at Owner’s expense.

4.3. Shop

inspections and testing shall conform to the general standards and practice of testing in

the specific discipline or field.

5. USE

AND OWNERSHIP OF PROPRIETARY EQUIPMENT AND INFORMATION

5.2. Proprietary

Equipment and Deliverables related specifically thereto shall be provided to Owner solely

for use in connection with the installation, testing, operation, and maintenance of the Proprietary

Equipment at the Facility.

5.3. Owner

shall not use any drawings, document or information disclosed to it in connection with this

Amendment to design, reverse engineer, fabricate, construct or install any of the Proprietary

Equipment, plant or system, or part of any equipment, plant or system, of the same or similar

nature, either for itself or for any third party.

5.4. Any

information or Deliverables provided by Supplier to Owner in connection with the Proprietary

Equipment are provided solely for use by Owner and its agents or successors in connection

with the assembly, installation, maintenance and operation of the Proprietary Equipment.

Supplier makes no warranty or representation and assumes no liability in respect of (i) the

wrongful or unauthorised use of information or Deliverables related to the Proprietary Equipment

by Owner or third parties and (ii) the accuracy or completeness of information based on Owner

Supplied Information.

5.5. Owner

shall use and operate the Proprietary Equipment in accordance with all manuals, maintenance

procedures and documentation provided by Supplier or the original equipment manufacturer.

6. DRAWINGS,

DOCUMENTS AND DESIGN INFORMATION

6.1. The

provisions of Clause 10.7 of the Agreement shall apply, mutatis mutandis, to any Third Party

Information that the Supplier relies upon in the design, engineering, manufacture, or supply

of the Proprietary Equipment under this Amendment. Without limiting the application of Clause

10.7, and in addition to the Owner’s cost responsibilities as set out therein, Owner

shall also be responsible for any refabrication costs, rework, replacement, and/or redelivery

of any items for which such deficiencies are discovered after fabrication and/or delivery

and attributable to an error, deficiency, or the like in the Third Party Information that

was relied upon in respect of the Proprietary Equipment.

6.2. Supplier

shall provide drawings and/or other technical documentation in accordance with Attachment

2 to this Amendment. However, Supplier shall not provide shop drawings or engineering detail

drawings, or proprietary calculations or other proprietary engineering data.

7. DELIVERY

7.1. Delivery

of the Proprietary Equipment shall be completed per the Incoterms set out in Attachment 4

to this Amendment and the Purchase Price related thereto is reflected thereof.

7.2. Unless

otherwise specified in this Amendment, Delivery shall be deemed to have occurred upon the

delivery of the Proprietary Equipment to the agreed upon delivery location, as set out in

Attachment 4.

7.3. Supplier

is considered to have delivered the Deliverables related to the Proprietary Equipment upon

electronic transmission to Owner confirmed by Supplier’s computer systems or acknowledged

by Owner’s receipt, or upon confirmed courier delivery to Owner’s designated

office.

7.4. Partial

deliveries are permitted if referenced in Attachment 4 to this Amendment or otherwise confirmed

by the Parties in writing.

7.5. Supplier

will provide Owner with at least three (3) business days’ advance notice of Delivery,

together with a description of the Proprietary Equipment being delivered, the weight and

measurement of the Proprietary Equipment and any other relevant information reasonably requested

by Owner.

7.6. In

the event that the Proprietary Equipment is completed and ready to be shipped and Delivery

is delayed by Owner for whatever reason (except to the extent that such delay is the result

of Supplier’s failure to comply with its obligations as EPCM under the Agreement),

the Proprietary Equipment shall be put at the disposal of Owner in the Supplier shop or shops.

In the event of a delay described in the foregoing sentence, then, notwithstanding any terms

to the contrary in the Agreement or this Amendment, upon notification to Owner that the Proprietary

Equipment are ready for shipment, Supplier shall be deemed to have completed its Delivery

obligations, the Warranty Period shall commence upon departure from Supplier’s fabrication

shops, and the payments due upon shipment shall be invoiced. Any costs, risks and/or liabilities

associated with the intermediate storage of the Proprietary Equipment shall be borne by Owner.

Owner agrees to reimburse Supplier for any reasonable costs and expenses it incurs to facilitate

any such intermediate storage. For clarity, Supplier shall have no liability arising from

any inability of Owner to legally affect Delivery per the applicable Incoterms, including,

for example, from circumstances where the Owner is not legally capable of fulfilling its

importer/consignee obligations as required by the applicable Incoterms; provided that Owner’s

inability is not the result of Supplier’s failure to comply with its obligations as

EPCM under the Agreement.

7.7. If

Owner fails (due to no fault of Supplier in its role as EPCM under the Agreement) to (i)

make payment in accordance with the payment terms stated in Attachment 3 to this Amendment;

or (ii) provide drawings, documents or other information required for completion of the work

in a timely manner, Supplier shall be entitled to a reasonable extension of the Delivery

Date commensurate with the delay attributable to Owner, including any additional time required

if fabrication slots cannot be maintained as a result of such delay. Supplier shall also

have the right to suspend performance in accordance with Attachment 3. Supplier shall not

be liable for any delay, damages, or liquidated damages arising from such Owner caused delay.

7.8. Supplier's

obligation to complete Delivery by the Delivery Date(s) shall be suspended throughout the

duration of, and extended by the length of, a Force Majeure Event.

7.9. If,

other than by reason of a breach by Supplier of this Amendment, or of Supplier’s obligations

as EPCM under the Agreement, (a) Supplier is required to deliver the Proprietary Equipment

in circumstances other than those expressly or reasonably assumed and normally pertaining

to Proprietary Equipment of a similar nature, including any site conditions that were not

known to Supplier on the date of the Amendment, (b) there is a change in the specifications

or Delivery of the Proprietary Equipment, (c) there is a Force Majeure Event, or (d) additional

costs are incurred as a result of a Change in Applicable Law, then Supplier may seek a Change

Order in accordance with Article 5.3 of the Agreement.

8. TRANSFER

OF RISK & TITLE

8.1. Notwithstanding

provisions herein relating to transfer of title, all risk in the Proprietary Equipment covered

under this Amendment shall pass to Owner immediately upon Delivery of the Proprietary Equipment

per the applicable Incoterms, as set out in Attachment 4 to this Amendment; provided, however,

that nothing in this Amendment limits or modifies Hatch’s obligations with respect

to its role as EPCM under the Agreement.

8.2. Except

as required under or otherwise stated in the Agreement with respect to Supplier’s obligations

as EPCM, after the transfer of risk per Clause 8.1 and before the transfer of title to the

Proprietary Equipment in accordance with Clause 8.3, Owner shall be responsible for the safe

custody, protection and preservation of the Proprietary Equipment, and shall take all proper

steps to obtain adequate insurance coverage thereof.

8.3. Notwithstanding

provisions herein relating to transfer of risk, title to the Proprietary Equipment and Deliverables

shall pass to Owner when all amounts owing to Supplier on account of the Purchase Price have

been paid to Supplier. Following and notwithstanding such transfer of title, the Parties

shall continue to honour the confidentiality provisions of the Agreement with respect to

the Proprietary Equipment and Deliverables related specifically thereto.

9. INSURANCE

9.1. The

insurance provisions set out in Article 9 of the Agreement shall apply to the supply of Proprietary

Equipment under this Amendment, mutatis mutandis. Without limiting the foregoing, references

to the “Services” in Article 9 shall, to the extent applicable, be deemed to

include the supply of the Proprietary Equipment. For clarity, nothing in this Amendment shall

require the Supplier to obtain insurance coverage beyond that required under the Agreement.

10. LIMITATION

OF LIABILITY; INDEMNIFICATION (PROPRIETARY EQUIPMENT ONLY)

10.1. Article

11.4 (Limitation of Liability) of the Agreement shall continue to apply in full to the Services

(as defined in the Agreement). This Clause 10 of these Supplementary Terms and Conditions

applies solely to the Proprietary Equipment to be supplied under this Amendment and shall

not apply to the EPCM Services that are the original subject of the Agreement.

10.2. The

aggregate liability of the Supplier arising directly from Proprietary Equipment Defects or

the Supplier’s failure to deliver the Proprietary Equipment, including any liquidated

damages that may be assessed in respect of this Amendment (if any), shall be subject to a

separate and independent limitation of liability from that applicable to the Services under

the Agreement and such limitation of liability applicable to this Amendment and as set out

in this Clause 10, shall not erode, reduce, or otherwise affect the limitation of liability

applicable to the Services, as further set forth in Article 11.4 of the Agreement.

10.3. Subject

always to the exclusions set out in Article 11.4 of the Agreement, the Supplier’s total

aggregate liability arising out of or in connection with the supply of the Proprietary Equipment

under this Amendment shall not exceed one hundred percent (100%) of the Purchase Price of

the Proprietary Equipment.

10.4. The

Supplier shall have no liability for any Reconstruction Costs (as defined in the Agreement)

in respect of the Proprietary Equipment and this Amendment. The Supplier’s sole and

exclusive obligations, and the Owner’s sole and exclusive remedies, in respect of the

Proprietary Equipment are limited to the express warranties and remedies set out in Section

2 of this Amendment. For the avoidance of doubt:

(a) the

Process Guarantee set out in Exhibit F of the Agreement is a facility-level guarantee applicable

solely to the Services and shall not apply to or be incorporated into the performance of

the Proprietary Equipment; and

(b) no

performance, throughput, recovery, availability, or process outcome guarantee applies to

the Proprietary Equipment except as expressly set out in Attachment 2 to this Amendment.

10.5. The

indemnification provisions set out in Articles 11.1 and 11.2 of the Agreement shall apply

to the supply of the Proprietary Equipment, subject to the limitations and exclusions set

out in this Clause 10 to these Supplementary Terms and Conditions.

11. TERMINATION

11.1. In

addition to the provisions in Article 6.9 of the Agreement, Owner may, at any time, terminate

this Amendment for its convenience by providing Supplier with not less than thirty (30) days’

prior written notice. In the event of such termination, Owner shall pay Supplier for:

(a) All

Proprietary Equipment delivered up to the effective date of termination,

(b) Any

reasonable, unavoidable and documented costs directly resulting from such termination (including

demobilization and cancellation charges of sub-suppliers or suppliers), and

amounts relating to Proprietary Equipment for which Supplier has placed non-cancellable orders

with third party suppliers (and notified Owner of such orders in advance), in which case

Supplier will continue to supply such Proprietary Equipment to Owner in accordance with this

Amendment.

11.2. If

Supplier exercises its termination for cause rights under Article 6.11 of the Agreement,

then in addition to the remedies specified therein, Supplier shall also be entitled to payment

for:

(i) all

Proprietary Equipment delivered up to the effective date of termination,

(ii) a

reasonable profit on Proprietary Equipment and Services satisfactorily performed prior to

termination, and

(iii) amounts

relating to Proprietary Equipment for which Supplier has placed non-cancellable orders with

third party suppliers, in which case Supplier will continue to supply such Proprietary Equipment

to Owner in accordance with this Amendment.

11.3. If

Owner wholly suspends Supplier’s performance of its obligations under this Amendment

due to a Force Majeure event and, at the time of such suspension, the Proprietary Equipment

is completed or ready for delivery but cannot be accepted by Owner due to a Force Majeure

event, Supplier may place the Proprietary Equipment in storage. All costs and expenses associated

with transportation to storage, handling, insurance, preservation, and storage shall be for

Owner’s account. If, at the time of such complete suspension, (a) the Proprietary Equipment

is not yet complete and ready for delivery; (b) such suspension continues in whole for one

hundred and eighty (180) consecutive days; and (c) Supplier demonstrates by reasonable documentary

evidence that it will be unable to resume performance of its obligations following the conclusion

of the Force Majeure due to the refusal of its vendors and fabricators of the Proprietary

Equipment, then Supplier may terminate this Amendment by notice to Owner if Owner fails to

direct the resumption of Supplier’s obligations hereunder within thirty (30) days after

Supplier’s notice of intent to terminate (or such longer period of time mutually agreed

by the Parties). The termination will be on the terms set forth in Clause 11.1.

11.4. Article

29 of the Agreement shall apply to this Amendment provided that if the Owner is required

to assign this Amendment and/or its obligations under the Amendment to a financing party

pursuant to Article 29 of the Agreement, any such assignment shall be contingent upon the

following:

(a) Any assignment shall not, except as authorized

or agreed pursuant to this Amendment or Article 5 of the Agreement:

(i) increase

Supplier’s obligations, restrict Supplier’s rights or remedies, or impose any additional duties, reporting requirements,

or liabilities on the Supplier beyond those expressly set out in this Amendment; or

(ii) interfere

with fabrication, the delivery schedule, or payment of Supplier’s payment milestones as set out in Attachment 3 to this Amendment.

Attachment 2

Technical Specification and Scope of Supply

for the Proprietary Equipment

[***]

Attachment 3

Purchase Price, Payment Terms, and Payment

Schedule for the Proprietary Equipment

1. The

Proprietary Equipment is being supplied for the following Purchase Price, which is inclusive

of [***].

Item Description

Price (USD)

Fixed Price Supply of Goods by Hatch

Design and Supply of Autoclaves, Flash Vessels, and Cyclones, as described in Table 4

$ [***]

Spare Parts

$ [***]

Subtotal -

Fixed Price Supply of Goods by Hatch

$ [***]

2. The

Purchase Price for the Proprietary Equipment will be payable to Supplier in accordance with

the following payment terms :

Payment No.

Incremental

Payment

Amount $USD

Weeks from

Contract

Signature

(Estimated)

Payment Milestone

[***]

Total

[***]

3. Supplier

shall issue invoices on the actual completion date of each milestone, which may not necessarily

match the timelines indicated above. Each invoice shall include supporting documentation

evidencing completion of the applicable milestone as specified in the table in Clause 2 above.

4. The

provisions of Article 4.4 (relative to the supporting documentation for each milestone) and

Article 4.5 of the Agreement are incorporated into this Amendment mutatis mutandis and

any reference to “Services” shall be deemed to include the Proprietary Equipment

and references to “subcontractors” shall be deemed to include Supplier’s

vendors.

5. Except

for [***], payment shall be made [***] from the date of invoice. Owner’s payment obligations

of any invoices are subject to Article 4.6 and 4.7 of the Agreement. All payments shall be

made by Owner to Supplier by electronic wire transfer in United States Dollars (USD), and

to the bank account specified on Supplier’s invoices. Upon any payment being made,

Owner shall send Supplier a notice of remittance advice to the email address specified on

Supplier’s invoices. Interest will be paid on past due amounts related to the Proprietary

Equipment at a rate of [***]% per annum, or the maximum rate permitted by law, whichever

is lower, calculated from the due date until the date payment is received. Supplier may suspend

performance of this Amendment in accordance with Article 6.8 of the Agreement.

6. If

any portion of the Purchase Price is to be paid following Delivery of the Proprietary Equipment

to Owner, Owner hereby grants Supplier a purchase money security interest against the Proprietary

Equipment until such time as the Purchase Price has been paid in full. Owner agrees that

Supplier may enforce its security interest against the Proprietary Equipment without notice

and immediately upon Owner’s failure to make timely payments in accordance with the

terms of the Agreement and this Amendment.

7. The

Purchase Price for the Proprietary Equipment is exclusive of all taxes, duties, tariffs,

levies and other governmental or regulatory charges, other than taxes on payroll and Supplier’s

net income in the Jurisdiction. If any such taxes, duties, tariffs, levies or charges are

levied on or applicable to amounts payable to Supplier pursuant to the Amendment, they will

be borne by Owner and (a) if Supplier is required to pay any such taxes, duties, tariffs,

levies or charges, the amount of such payments will be reimbursed to Supplier by Owner, and

(b) if they are required to be withheld or deducted from amounts payable to Supplier, the

amounts payable will be grossed up so that Supplier receives the entire amount that is due

pursuant to the terms of the Amendment.

8. The

Owner’s Audit Rights set out in Article 4.10 of the Agreement shall apply to this Amendment,

provided that such audit rights shall not extend to the Purchase Price of the Proprietary

Equipment

9. The

Purchase Price for the Proprietary Equipment does not include any services, other than those

as may be specifically set out in Attachment 2 to this Amendment. All on-site

supervision, installation, erection, testing, and commissioning services (hereinafter collectively

referred to as the “On-site Technical Support Services”)

are excluded from the Purchase Price of the Proprietary Equipment and will be provided by

the Supplier at additional cost to the Owner and under a change order to the Agreement to

be mutually executed by the Parties.

Attachment 4

Delivery Schedule for the Proprietary Equipment

[***]

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