P2 Gold Announces Closing of First Tranche of Financing
P2 Gold Announces Closing of First Tranche
of Financing
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
Sept. 18, 2025
/CNW/ -
P2 Gold Inc.
("P2" or the "Company") (TSXV: PGLD)
reports that it has closed the first tranche (the "First Tranche") of its non-brokered private
placement, previously announced on
September 3, 2025
and
September 15, 2025
, of up to 55
million units (the "Units") at a price of
$0.20
per Unit for gross proceeds of up to
$11,000,000
(the
"Offering"). The First Tranche consisted of 29,965,500 Units for gross proceeds of
$5,993,100
. The
Units to be issued under the Offering will be offered to purchasers pursuant to the listed issuer
financing exemption under Part 5A of National Instrument 45-106 –
Prospectus Exemptions
("Listed
Issuer Financing Exemption").
Each Unit will consist of one common share in the capital of the Company (an "Offering Share") and
one common share purchase warrant (a "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 (the "Expiry Time"), 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 (the "Convertible Shares"), 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 First Tranche,
the Company paid finder's fees of an aggregate of
$26,155
and issued an aggregate of 130,775
warrants to arm's length finders, representing 5% of the proceeds raised from subscriptions by, and
5% of the Units issued to, certain placees.
In connection with the Offering, the Company may pay finders' fees as permitted by the policies of
the Exchange. Subject to the rules and policies of the 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 to be 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.
Insiders of the Company subscribed for 500,000 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.
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.
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 planned expenditures and exploration activities, the Offering and the issuances of
securities pursuant to the 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 Offering, the issuance of securities under the
Offering will be approved, 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, intentions, activities, results, performance or achievements expressed or
implied by such forward-looking information, including without limitation, failure to obtain Exchange
acceptance of the Offering and/or the issuance of securities pursuant to the Offering, failure to raise
sufficient funds on the proposed terms or at all, and risks associated with mineral exploration and
development, 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 for the year ended
December 31, 2024
, dated
March 21, 2025
filed on SEDAR+ at
www.sedarplus.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 obligation to release publicly any
revisions to forward-looking information contained in this press release to reflect events or
circumstances after the date hereof.
SOURCE
P2 Gold Inc.
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For further information:
For further information, please contact: Joseph Ovsenek, President &
CEO, (778) 731-1055; P2 Gold Inc., Suite 789, 999 West Hastings Street, Vancouver, BC, V6C
2W2, [email protected], (SEDAR filings: P2 Gold Inc.); Michelle Romero, Executive Vice President,
(778) 731-1060
CO: P2 Gold Inc.
CNW 19:28e 18-SEP-25