P2 Gold Inc. (TSX-V: PGLD) reports that it has closed the second tranche of its non-brokered private placement, previously announced on September 3, 2025, September 15, 2025 and September 18, 2025, of up to 55 million units at a price of $0.20 per Unit for gross proceeds of up to $11,000,000. The Second Tranche consisted of 25,034,500 Units for gross proceeds of $5,006,900. The Units issued under the Offering were offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions.

“The proceeds from the financing, along with the proceeds from the exercise of warrants expiring in 2026, are expected to fund Gabbs through the feasibility stage,” commented Joe Ovsenek, President & CEO of P2. “With infill and expansion drilling expected to kick off in October, we will push hard to achieve our milestones to production.”

Each Unit consists 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 $0.30 per common share for a period of two years after the date of issue, provided that the Warrants shall not be exercisable for a period of 60 days after the date of issue. The Company has removed the acceleration provision from the Warrant terms. In addition, if the holder of this Warrant beneficially owns such number of common shares which, when added to the number of common shares issuable upon conversion of any convertible securities of the Company held by such holder, constitute 10% or more of the issued and outstanding common shares (including the Convertible Shares as if issued) the holder may only exercise the Warrants by giving the Company notice in writing of the holder’s intention to exercise at least 61 days prior to the date the holder wishes to effect such exercise.

The proceeds of the Offering will be used to fund exploration and development expenditures at the Gabbs Project in Nevada and for general corporate purposes. In connection with the Second Tranche, the Company paid finder’s fees of an aggregate of $64,500 and issued an aggregate of 322,500 warrants to arm’s length finders, representing 5% of the proceeds raised from subscriptions by, and 5% of the Units issued to, certain placees.

Subject to the rules and policies of the TSX Venture Exchange, the securities issuable from the sale of Units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participate in the Offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the Exchange.

There is an offering document related to the Listed Issuer Financing Exemption that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.p2glold.com. Prospective investors should read this offering document before making an investment decision.

The securities offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended 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.

Insiders of the Company subscribed for 500,000 Units of the first tranche of the Offering. 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 intends to rely 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 Offering by the insiders will not exceed 25% of the fair market value of the company’s market capitalization. A material change report in connection with the Offering will be filed less than 21 days before the closing of the Offering. This shorter period is reasonable and necessary in the circumstances as the Company wishes to complete the Offering in a timely manner.

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. The Gabbs Project has excellent infrastructure with access via paved Hwy 361, and power and water on site. Additional metallurgical testing is underway, and a water permit is expected in the third quarter of this year. All zones on the property remain open and additional exploration targets, near surface and at depth, are drill ready.