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PGLD.V ·

P2 Gold Announces Filing of Final Base Shelf Prospectus

Financings

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

April 12, 2022 News Release 22-06

P2 Gold Announces Filing of Final Base Shelf Prospectus

Vancouver, British Columbia, April 12, 2022 ; P2 Gold Inc. (“P2” or the “Company”) (TSX -V:PGLD)

reports that it has filed a final short form base shelf prospectus (the "Base Shelf Prospectus") with the

securities commissions in each of British Columbia, Alberta and Ontario.

The Base Shelf Prospectus filings allow the Company to make offerings of common shares, warrants,

subscription receipts, units or debt securities, or a combination thereof, up to an aggregate total of

CDN$50.0 million during the 25-month period that the Base Shelf Prospectus remains effective. Such

securities may be offered in amounts, at prices and on terms to be determined based on market

conditions at the time of sale and set forth in one or more shelf prospectus supplement(s). Information

regarding the use of proceeds from a sale of such securities will be included in the applicable

prospectus supplement.

This news release shall not in any circumstances constitute an offer to sell or a solicitation of an offer

to buy, nor shall there be any sale of these securities in any jurisdiction in which an offer, solicitation

or sale would be unlawful prior to the registration or qualification under the applicable securities laws

of any jurisdiction.

A copy of the Base Shelf Prospectus can be found on SEDAR website at www.sedar.com.

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

[email protected]

(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 r espect to the Company’s expectations, strategies and plans for exploration

properties including the Company’s planned expenditures and exploration activities as well as any

proposed offerings to be carried out by way of prospectus supplement to the Base Sh elf Prospectus

and the amount and terms of any securities to be offered under the Base Shelf Prospectus or any shelf

prospectus supplements.

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 Company’s annual info rmation form for the year ended December 31, 202 1, 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 obligation to release publicly any

revisions to forward -looking information contained in this press release to reflect events or

circumstances after the date hereof.