P2 Gold Inc. (TSX-V:PGLD) reports it has closed the non-brokered flow-through private placement (see P2’s news release dated May 19, 2021) for gross proceeds of approximately $1.75 million.

In closing the Private Placement, the Company issued 2,917,170 flow-through units of the Company at a price of $0.60 per Unit for gross proceeds of $1,750,302. Each Unit consists of one flow-through common share in the capital of the Company and one non-flow-through common share purchase warrant. The Flow-Through Shares qualify as “flow-through shares” for purposes of the Income Tax Act (Canada). Each Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company at an exercise price of $0.85 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 $1.50 for a period of 10 consecutive trading days at any time prior to the Expiry Time, the Company will have the right to accelerate the Expiry Time of the Warrants by giving notice to the holders of the Warrants by news release or other form of notice permitted by the certificate representing the Warrants that the 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 Private Placement will be used to fund exploration expenditures on the Silver Reef Property, BAM Property, Todd Creek 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).

All securities issued pursuant to the Private Placement are subject to a four-month hold period. In connection with the Private Placement, the Company paid finder’s fees of an aggregate of $57,210 to arm’s length finders, representing 6% of the proceeds raised from subscriptions by certain placees. 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 purchased 376,668 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(a) of Multilateral Instrument 61-101 on the basis that the participation in the private placement 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 discoveries and acquisitions in the western United States and British Columbia.