Dissemination IN the United State S
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATE S
June 22, 2022 News Release 22-16
P2 Gold Upsizes Flow-Through Financing
Vancouver, British Columbia, June 22, 2022 ; P2 Gold Inc . (“P2” or the “Company”) (TSX -V:PGLD)
reports that it intends to increase the size of its previously announced non-brokered private placement
of flow-through units in the capital of the Company (the “FT Units”) to up to 5.2 million FT Units from
up to 3.4 million FT Units (the “FT Offering”), at a price of $0.60 per FT Unit for gross proceeds of up
to approximately $3.1 million.
Flow-Through Offering
Each FT Unit will consist of one flow -through common share in the capital of the Company (a “F T
Share”) and one non-flow-through common share purchase warrant (a “FT Warrant”). The FT Shares
will qualify as “flow-through shares” for purposes of the Income Tax Act (Canada). Each FT Warrant
will entitle the holder to purchase one additional non-flow-through common share in the capital of the
Company at an exercise price of $0. 95 per common share for a period of two years from the date of
issue (the “ FT 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 TSX Venture Exchange (the “Exchange”) is equal
to or greater than $1. 90 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).
The FT Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the Exchange.
The FT Offering will be offered to accredited investors in all Provinces of Canada pursuant to applicable
securities laws. In connection with the FT Offering, the Company may pay finders’ fees as permitted
by the policies of the Exchange. All securities issued pursuant to the FT Offering will be subject to a
four-month hold period. The securities offered pursuant to the FT Offering 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 U nited States absent registration or an applicable exemption from the registration
requirements of such Act.
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The Company anticipates that insiders may subscribe for FT Units. The issuance of FT Units to insiders
is considered a related party transaction su bject 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 FT 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 FT Offering will be filed less than 21 days before the closing of
the FT Offering. This shorter period is reasonable and necessary in the circumstances as the Company
wishes to complete the FT Offering in a timely manner.
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.
For further information, please contact:
Joseph Ovsenek
President & CEO
(778) 731-1055
P2 Gold Inc.
Suite 1100, 355 Burrard Street
Vancouver, BC
V6C 2G8
(SEDAR filings: P2 Gold Inc.)
Michelle Romero
Executive Vice President
(778) 731-1060
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities
laws that is intended to be covered by the safe harbours created by those laws. “Forward -looking
information” includes statements that use forward -looking terminology such as “may”, “will”,
“expect”, “anticipate”, “believe”, “continue”, “potential” or the negative thereof or other variations
thereof or comparable terminology. Such forward -looking information includes, without limitation,
information with respect to the Company’s expectations, strategies and plans for exploration
properties including the Company’s p lanned expenditures and exploration activities , the use of
proceeds from the FT Offering and the issuances of securities pursuant to the FT Offering.
Forward-looking information is not a guarantee of future performance and is based upon a number of
estimates and assumptions of management at the date the statements are made , including without
limitation, that the Exchange will accept the FT Offering , the issuance of securities under the FT
Offering will be approved, the Company will be able to use the proceeds from the FT Offering as
anticipated, required fundraising will be completed, as well as the other assumptions disclosed in this
news release . Furthermore, such forward -looking information involves a variety of known and
unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities,
results, performance or achievements of the Company to be materially different from any future plans,
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intentions, activities, results, performance or achievements expressed or implied by such forward -
looking information, including without limitation, failure to obtain Exchange acceptance of the FT
Offering and/or the issuance of securities pursuant to the FT Offering, the inability to use the proceeds
from the FT Offering as expected, failure to raise sufficient funds on the proposed terms or at all, and
risks associated with mineral exploration, including the risk that actual results and timing of
exploration and development will be different from those expected by management . See “Risk
Factors” in the Company’s annual information form dated March 31, 2022 filed on SEDAR at
www.sedar.com for a discussion of these risks.
The Company cautions that there can be no assurance that forward-looking information will prove to
be accurate, as actual results and future events could differ materially from those anticipated in such
information. Accordingly, investors should not place undue reliance on forward-looking information.
Except as required by law, the Company does not assume any obli gation to release publicly any
revisions to forward -looking information contained in this press release to reflect events or
circumstances after the date hereof.