P2 Gold Inc. (TSX-V:PGLD) reports that, subject to regulatory approval, it has entered into an agreement amending the terms of the option agreement dated June 10, 2020 pursuant to which the Company can acquire up to a 100% interest in the Silver Reef Property located in northwest British Columbia.

Under the terms of the Option Agreement, the Company initially has the right to acquire up to a 70% interest in the Silver Reef Property by paying to the vendor over a three-year option period $750,000 and issuing 1.2 million common shares in its capital as follows: $50,000 (paid) and 200,000 Common Shares (issued) on the signing of the Option Agreement; $200,000 (paid) and 200,000 Common Shares (issued) on the first anniversary of the Option Agreement; and $500,000 and 800,000 Common Shares on the second anniversary of the Option Agreement. The Company is also required to incur exploration expenditures of $250,000 (incurred) before the first anniversary of the Option Agreement, $750,000 (incurred) of cumulative exploration expenditures by the second anniversary of the Option Agreement and $2 million of cumulative exploration expenditures by the third anniversary of the Option Agreement.

Under the terms of the Amending Agreement, in place of paying the vendor $500,000 and 800,000 Common Shares on the second anniversary of the Option Agreement, the Company will now pay the vendor: $175,000 (in cash or Common Shares valued at $0.50 per share) and 300,000 Common Shares following TSX Venture Exchange (the “Exchange”) acceptance for filing of the Amending Agreement; $175,000 (in cash or Common Shares valued at the greater of the closing price of the Common Shares on the Exchange on June 9, 2023 and the Discounted Market Price, as defined in Exchange Policy 1.1) and 300,000 Common Shares on June 12, 2023; and $200,000 (in cash or Common Shares valued at the greater of the closing price of the Common Shares on the Exchange on June 7, 2024 and the Discounted Market Price) and 200,000 Common Shares on June 10, 2024. In addition, the Company has until September 30, 2024 to incur any remaining exploration expenditures at Silver Reef.

Following exercise of the option and earning a 70% interest in the Silver Reef Property, the Company has the right for a period of 120 days to acquire the remaining 30% interest in Silver Reef, for a 100% total interest, on payment of $7.5 million of which up to $4 million may be paid in Common Shares at its election. If the Company elects to not purchase the remaining 30% interest, the Company and the vendor shall form a joint venture, with the Company appointed the operator. During the first three years of the joint venture, the Company will fund the vendor’s participating interest in the joint venture. If the vendor fails to sell its interest in the joint venture during such three-year period, the vendor’s interest will convert to a 3% net smelter returns royalty, provided that the Company will have the opportunity to purchase the vendor’s interest prior to such conversion for $7.5 million.

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.