P2 Gold Inc.  (TSX-V:PGLD) reports that it has closed the second tranche of its non-brokered private placement, previously announced on August 26, 2024 and September 4, 2024, of up to 18 million units in the capital of the Company at a price of $0.05 per Unit for gross proceeds of up to $900,000.  The Second Tranche consisted of 9,950,000 Units for gross proceeds of $497,500.

Each Unit will consist of one common share in the capital of the Company and one common share purchase warrant.  Each Warrant will entitle the holder to purchase one additional common share in the capital of the Company at an exercise price of $0.10 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 $0.20 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 30 days from the date notice is given.

The proceeds of the Offering will be used to fund exploration and development expenditures and for general corporate purposes.  All securities issued pursuant to the Second Tranche will be subject to a four-month hold period expiring on January 10, 2025. In connection with the Second Tranche, the Company paid finder’s fees of an aggregate of $6,750 to arm’s length finders, representing up to 6% of the proceeds raised from subscriptions by certain placees.

The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.  In connection with the Offering, the Company may pay finders’ fees as permitted by the policies of the Exchange.  The Offering will be offered to accredited investors in all Provinces of Canada pursuant to applicable securities laws.  All securities issued pursuant to the Offering will be subject to a four-month hold period.

About P2 Gold Inc.

P2 Gold is a mineral exploration and development company focused on advancing its gold-copper Gabbs Project on the Walker Lane Trend in Nevada.  A positive preliminary economic assessment has outlined a long-life, mid-size mine at Gabbs with annual average production of 104,000 ounces gold and 13,500 tonnes copper over a 14.2-year mine life.