P2 Gold Inc.  (TSX-V:PGLD) reports that it has closed the non-brokered private placement of flow-through units, premium flow-through units and non-flow-through units for gross proceeds of approximately $5.68 million.

In closing the Private Placement, the Company issued 3,959,933 flow-through-units of the Company for gross proceeds of approximately $3.05 million, 1,458,616 premium flow-through units of the Company for gross proceeds of approximately $1.23 million and 2,421,188 non-flow-through units of the Company for gross proceeds of approximately $1.40 million.

Under the FT Offering, Probity Mining 2021-II Short Duration Flow-Through LP acquired 1,948,052 FT Units for approximately $1.5 million, Cordillera Minerals Group Ltd acquired 530,000 FT Units for $408,100 and funds managed by Sprott Asset Management LP acquired 450,000 FT Units for $346,500.

Flow-Through Offering

Each FT Unit consists of one flow-through common share in the capital of the Company and one non-flow-through common share purchase warrant. The FT Shares qualify as “flow-through shares” for purposes of the Income Tax Act (Canada). Each FT Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company at an exercise price of $0.90 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 $1.75 for a period of 10 consecutive trading days at any time prior to the FT Expiry Time, the Company will have the right to accelerate the FT Expiry Time of the FT Warrants by giving notice to the holders of the FT Warrants by news release or other form of notice permitted by the certificate representing the FT Warrants that the FT 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 FT Offering will be used to fund exploration expenditures on the BAM 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).

Premium Flow-Through Offering

Each PFT Unit consists of one flow-through common share in the capital of the Company and one non-flow-through common share purchase warrant. The PFT Shares qualify as “flow-through shares” for purposes of the Income Tax Act (Canada). Each PFT Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company at an exercise price of $0.90 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 Exchange is equal to or greater than $1.75 for a period of 10 consecutive trading days at any time prior to the PFT Expiry Time, the Company will have the right to accelerate the PFT Expiry Time of the PFT Warrants by giving notice to the holders of the PFT Warrants by news release or other form of notice permitted by the certificate representing the PFT Warrants that the PFT 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 PFT Offering will be used to fund exploration expenditures on the BAM 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).

Non-Flow-Through Offering

Each NFT Unit consists of one non-flow-through common share in the capital of the Company and one non-flow-through common share purchase warrant. Each NFT Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company at an exercise price of $0.90 per common share for a period of two years from the date of issue (the “NFT Expiry Time”), provided that, if after four months from the date of issue, the closing price of the common shares of the Company on the Exchange is equal to or greater than $1.75 for a period of 10 consecutive trading days at any time prior to the NFT Expiry Time, the Company will have the right to accelerate the NFT Expiry Time of the NFT Warrants by giving notice to the holders of the NFT Warrants by news release or other form of notice permitted by the certificate representing the NFT Warrants that the NFT 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 proceeds of the NFT Offering will be used to fund exploration expenditures and for general corporate purposes.

Private Placement

In connection with the Private Placement, the Company paid finder’s fees of an aggregate of $309,761 and issued an aggregate of 423,059 warrants to arm’s length finders, representing 6% of the proceeds raised from subscriptions by, and 6% of the Units issued to, certain placees. All securities issued pursuant to the Private Placement will be subject to a four-month hold period. 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.

About P2 Gold Inc.

P2 is a mineral exploration and development company focused on advancing precious metals and copper discoveries and acquisitions in the western United States and British Columbia.