P2 Gold Inc. (TSX-V:PGLD) reports that it has closed the non-brokered private placement of flow-through units and non-flow-through units previously announced on June 16 and June 22, 2022, for gross proceeds of approximately $3.25 million.

In closing the Private Placement, the Company issued 5,231,667 flow-through-units of the Company at $0.60 per FT Unit for gross proceeds of $3.14 million and 225,000 non-flow-through units  of the Company at $0.50 per NFT Unit for gross proceeds of $112,500.

Flow-Through Offering

Each FT Unit consists of one flow-through common share in the capital of the Company and one non-flow-through common share purchase warrant. The FT Shares qualify as “flow-through shares” for purposes of the Income Tax Act (Canada). Each FT Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company at an exercise price of $0.95 per common share for a period of two years from the date of issue, provided that, if after four months from the date of issue, the closing price of the common shares of the Company on the TSX Venture Exchange is equal to or greater than $1.90 for a period of 10 consecutive trading days at any time prior to the FT Expiry Time, the Company will have the right to accelerate the FT Expiry Time of the FT Warrants by giving notice to the holders of the FT Warrants by news release or other form of notice permitted by the certificate representing the FT Warrants that the FT Warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 15 days from the date notice is given.

The gross proceeds of the FT Offering will be used to fund exploration expenditures on the BAM Property and other Canadian Exploration Expenses that will qualify as “flow through mining expenditures” as defined in subsection 127(9) of the Income Tax Act (Canada), and “BC flow-through mining expenditures”, as defined in the Income Tax Act (British Columbia).

Non-Flow-Through Offering

Each NFT Unit consists of one non-flow-through common share in the capital of the Company and one non-flow-through common share purchase warrant. Each NFT Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company at an exercise price of $0.95 per common share for a period of two years from the date of issue, provided that, if after four months from the date of issue, the closing price of the common shares of the Company on the Exchange is equal to or greater than $1.90 for a period of 10 consecutive trading days at any time prior to the NFT Expiry Time, the Company will have the right to accelerate the NFT Expiry Time of the NFT Warrants by giving notice to the holders of the NFT Warrants by news release or other form of notice permitted by the certificate representing the NFT Warrants that the NFT Warrants will expire at 4:30 p.m. (Vancouver time) on a date that is not less than 15 days from the date notice is given.

The proceeds of the NFT Offering will be used for general corporate purposes.

Private Placement

In connection with the Private Placement, the Company paid finder’s fees of an aggregate of $154,980 and issued an aggregate of 258,300 warrants to arm’s length finders, representing 6% of the proceeds raised from subscriptions by, and 6% of the Units issued to, certain placees. All securities issued pursuant to the Private Placement will be subject to a four-month hold period expiring on October 31, 2022. The securities offered pursuant to the Private Placement have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of such Act.

Insiders of the Company subscribed for 480,000 FT Units and 200,000 NFT Units. The issuance of Units to insiders is considered a related party transaction subject to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of Multilateral Instrument 61-101 on the basis that the participation in the Offering by the insiders did not exceed 25% of the fair market value of the company’s market capitalization.

About P2 Gold Inc.

P2 is a mineral exploration and development company focused on advancing precious metals and copper discoveries and acquisitions in the western United States and British Columbia.