P2 Gold Inc.  (TSX-V: PGLD) reports that it (a) intends to increase the size of its non-brokered private placement, previously announced on August 26, 2024, to 18 million units (from 10 million units) in the capital of the Company at a price of $0.05 per Unit for gross proceeds of up to $900,000 and (b) has closed the first tranche of the Offering consisting of 5,000,000 Units for gross proceeds of $250,000.

The Company also reports that it has agreed with certain insiders of P2 to settle $840,000 in shareholder loans previously provided for working capital for 8,400,000 shares of the Company at a deemed price of $0.10/share.

The Offering

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.

Insiders of the Company subscribed for 5,000,000 Units of the First Tranche.  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.

The proceeds of the Offering will be used to fund exploration expenditures and for general corporate purposes.  All securities issued pursuant to the First Tranche will be subject to a four-month hold period expiring on January 4, 2025.

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.

Shares for Debt Settlement

The issuance of Loan Shares in respect of the Loan Settlement remains subject to the approval of the Exchange. The Loan Shares to be issued in respect of the Loan Settlement will be subject to a hold period of four months from the date of issuance.

The Loan Settlement with such insiders will be a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Loan Settlement with each of these individuals is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) 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.

Incentive Stock Option Grant

The Company has granted stock options, pursuant to its Stock Option Plan, to directors, officers, employees and consultants of the Company to purchase an aggregate of 1,400,000 common shares in the capital of the Company at an exercise price of $0.10 per share, which expire on September 3, 2026. Following this stock option grant, the Company has a total of 7,053,333 stock options outstanding representing approximately 5.7% of the outstanding common shares of the Company. This stock option grant is subject to acceptance by the Exchange.

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.