P2 Gold Announces Closing of Flow-Through Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
June 4, 2021 News Release 21-09
P2 Gold Announces Closing of Flow-Through Private Placement
Vancouver, British Columbia, June 4 , 202 1; P2 Gold Inc. (“P2” or the “Company”) (TSX -V:PGLD)
reports it has closed the non-brokered flow-through private placement (the “Private Placement”) (see
P2’s news release dated May 19, 2021) for gross proceeds of approximately $1.75 million.
In closing the Private Placement, the Company issued 2,917,170 flow-through units (the “Units”) of the
Company at a price of $0.60 per Unit for gross proceeds of $1,750,302. Each Unit consists of one flow-
through common share in the capital of the Company (a “Flow -Through Share”) and one non -flow-
through common share purchase warrant (a “Warrant”). The Flow-Through Shares qualify as “flow -
through shares” for purposes of the Income Tax Act (Canada). Each Warrant entitle s the holder to
purchase one additional non-flow-through common share in the capital of the Company at an exercise
price of $0.85 per common share for a period of two years from the date of issue (the “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 $1.50 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 15 days from the date
notice is given.
The gross proceeds of the Private Placement will be used to fund exploration expenditures on the
Silver Reef Property, BAM Property, Todd Creek Property an d 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).
All securities issued pursuant to the Private Placement are subject to a four -month hold period. In
connection with the Private Placement, the Company paid finder’s fees of an aggregate of $ 57,210 to
arm’s length finders, representing 6% of the proceeds raised from subscriptions by certain placees.
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.
Insiders of the Company purchased 376,668 Units. 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 relied on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral
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Instrument 61-101 on the basis that the participation in the private placement by the insiders did not
exceed 25% of the fair market value of the Company’s market capitalization.
About P2 Gold Inc.
P2 is a mineral exploration and development company focused on advancing precious metals
discoveries and acquisitions in the western United States and British Columbia.
For further information, please contact:
Joseph Ovsenek
President, CEO and Chairman
P2 Gold Inc.
Suite 1100, 355 Burrard Street
Vancouver, BC
V6C 2G8
(SEDAR filings: P2 Gold Inc.)
Michelle Romero
Executive Vice President
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 Compa ny’s planned expenditures and exploration activities and the Private
Placement.
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. 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. See “Risk
Factors” in the Comp any’s annual information form dated October 21, 20 20 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 obligation to release publicly a ny
revisions to forward -looking information contained in this press release to reflect events or
circumstances after the date hereof.