P2 Gold Inc. (TSX-V: PGLD) (OTCQB: PGLDF) reports that, further to its news release of July 2, 2024, under the terms of the convertible debentures issued on March 4, 2024 and March 14, 2024 (see news releases dated March 5, 2024 and March 14, 2024), it has elected to satisfy its obligation to pay an aggregate of $39,747.94 in interest accrued on the $1.665 million Convertible Debentures by issuing to such debenture holders for the interest payment due June 30, 2024 an aggregate of 467,605 common shares of the Company.

The Company will pay to each such debenture holder approximately 280.84 common shares per $1,000 principal amount of Convertible Debentures held as at the applicable interest payment record date. Under the terms of the Convertible Debentures, no fractional common shares will be delivered upon payment of the interest obligation.  The issuance of common shares in payment of interest remains subject to the approval of the TSX Venture Exchange (the “Exchange”). The common shares to be issued in respect of the Interest Payment will be subject to a hold period of four months from the date of issuance.

A director and officer of the Company is a holder of Convertible Debentures.  As a result, the Interest Payment is considered to be a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  The Interest Payment in respect of this individual is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt, nor the fair market value of the shares to be issued in settlement of the debt, exceeds 25% of P2’s market capitalization.

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.