P2 Gold Announces Financing Update
P2 Gold Announces Financing Update
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
March 1, 2024
/CNW/ -
P2 Gold Inc.
("P2" or the "Company") (TSXV: PGLD)
(OTCQB: PGLDF) reports, subject to TSX Venture Exchange (the "Exchange") approval, that it has
revised the terms of its previously announced (see news release of
February 13, 2024
) non-
brokered private placement of convertible debenture units (the "Units") for up to
$1.7 million
(the
"Offering").
The Company expects to issue up to 1,700 Units at a price of
C$1,000
per Unit. Each Unit will
consist of one convertible debenture (a "Convertible Debenture") with a principal amount of
$1,000
and 12,500 common share purchase warrants (the "Warrants").
Under the revised terms of the Offering, at any time during the Term, a Holder may elect to convert
the outstanding net principal amount, or any portion thereof, into common shares in the capital of the
Company ("Shares") at a conversion price of
C$0.07
per Share (previously
C$0.08
per Share) up to
January 31, 2025
and
$0.10
per Share from
February 1, 2025
up to
January 31, 2026
(the
"Conversion Price"). In the event the Company announces a business combination and the 15-day
VWAP of the Shares on the Exchange is greater than
$0.07
, the Company will have the right to
require the Holders to convert the outstanding net principal amount into Units at the Conversion Price
by giving notice to the Holders by news release or other form of notice permitted by the Convertible
Debentures that the Convertible Debentures will convert on the closing of the business combination.
The Convertible Debentures will bear interest at a rate of 7.5%, payable semi-annually on the last
day of June and December of each year, commencing on
June 30, 2024
. Interest will be paid in
Shares based on the greater of the Market Price (as defined in the policies of the Exchange) and
15-day volume weighted average price ("VWAP") of the Shares on the Exchange or cash, at the
Company's election, subject to Exchange approval. The Convertible Debentures will have
approximately a two-year term (the "Term"), with the principal amount being due to be repaid in full
by the Company on
January 31, 2026
(the "Maturity Date"). At any time during the Term, the
Company will have the option to extend the Term by up to one additional year on payment of an
extension fee to the holders of the Convertible Debentures (the "Holders") in the amount of six
month's interest payable in Shares based on the greater of the Market Price and the 15-day VWAP
or cash, at the Company's election, subject to Exchange approval. The Convertible Debentures are
unsecured.
Each Warrant shall entitle the holder thereof to acquire one Share at an exercise price of
$0.15
, for
a period of 24 months (the "Expiry Time"), provided that, if after the later of four months from the
date of issue and conversion, the closing price of the Shares on the Exchange is equal to or greater
than
$0.30
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 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 majority of the proceeds of the Offering will be used to fund obligations under the Termination
Agreement (as defined in the Company's news release of
February 13
, 2024). The Offering will
close on completion of documentation and is conditional upon receipt of all necessary regulatory
approvals, including the approval of the Exchange.
The Offering will be offered to accredited investors in all Provinces of
Canada
pursuant to applicable
securities laws. In connection with the Offering, the Company may pay finders' fees as permitted by
the policies of the Exchange. All securities issued pursuant to the Offering and underlying securities
will be subject to a four-month hold period.
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.
The Company anticipates that insiders will subscribe for 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 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 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
.
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 at the Gabbs Project, the significance
of the removal of the debt overhang as it relates to the development of Gabbs, the completion of the
Offering, Exchange approval of the Offering and the Termination Agreement, and the use of
proceeds from 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 Company will be able to use the proceeds from the Offering as
anticipated, that the Company will receive Exchange approval for the Offering and Termination
Agreement, that the settlement of outstanding debt will allow the Company to optimize mine
development at Gabbs 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, the inability to use the proceeds from the Offering as
expected, that the Company will not receive Exchange approval for the Termination Agreement or
the Offering, that the settlement of outstanding debt will not allow for the optimization of mine
development at Gabbs 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 16, 2023
filed on SEDAR+ at
www.sedarplus.ca
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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%SEDAR: 00045664E
For further information:
Joseph Ovsenek, President & CEO, (778) 731-1055; Michelle Romero,
Executive Vice President, (778) 731-1060; P2 Gold Inc., Suite 789, 999 West Hastings Street,
Vancouver, BC, V6C 2W2, [email protected], (SEDAR filings: P2 Gold Inc.)
CO: P2 Gold Inc.
CNW 18:38e 01-MAR-24