P2 Gold Announces Financings
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
April 5, 2023 News Release 23-08
P2 Gold Announces Financings
VANCOUVER, British Columbia, April 5 , 202 3; P2 Gold Inc. (“P2” or the “Company”) (TSX -V:PGLD)
(OTCQB:PGLDF) reports that it intends to complete a non-brokered private placement of flow-through
units (the “FT Offering”) and non-flow-through units (the “NFT Offering”) (together, the FT Offering
and NFT Offering are the “Private Placement”).
Flow-Through Offering
The FT Offering will consist of up to 9.5 million flow-through units in the capital of the Company (the
“FT Units”) at a price of $0.32 per FT Unit for gross proceeds of up to approximately $3 million.
Each FT Unit will consist of one flow -through common share in the capital of the Company (a “FT
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. 40 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 $0.80 for a period of 10 consecutive trading days at any tim e prior to the FT Expiry
Time, the Company will have the right to accelerate the FT Expiry Time 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
Project 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 O ffering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the Exchange.
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Non-Flow-Through Offering
The NFT Offering will consist of up to 4 million non-flow-through units (the “NFT Units” and together
with the FT Units, “Units”) at a price of $0.27 per NFT Unit for gross proceeds of up to approximately
$1 million.
Each NFT Unit will consist of one non-flow-through common share in the capital of the Company and
one non-flow-through common share purchase warrant (a “NFT Warrant”). Each NFT 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. 40 per common share for a period of two years from t he date of
issue (the “NFT 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 Exchange is equal to or greater than $ 0.80 for a
period of 10 consecutive trading days at any time prior to the NFT Expiry Time, the Company will have
the right to accelerate the NFT Expiry Time by giving notice to the holders of the NFT Warrants by
news release or other form of notice permitted by the certificate representing the NFT Warrants that
the NFT 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 NFT Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the Exchange. The proceeds of the NFT
Offering will be used to fund exploration and engineering expenditures and for general corporate
purposes.
Private Placement
The Private Placement will be offered to accredited investors in all Provinces of Canada pu rsuant to
applicable securities laws. In connection with the Private Placement, the Company may pay finders’
fees as permitted by the policies of the Exchange. All securities issued pursuant to the Private
Placement will be subject to a four-month hold period. 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.
The Company anticipates that insiders may 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 Private Placement 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 Private Placement will be filed less than 21 days before the
closing of the Private Placement. 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.
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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, strate gies and plans for exploration
properties including the Company’s planned expenditures and exploration activities and the use of
proceeds from the FT Offering and NFT 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 each of the FT Offering and the NFT
Offering as anticipated, 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 forwa rd-looking information ,
including without limitation, the inability to use the proceeds from each of the FT Offering and NFT
Offering as expected and risks associated with mineral exploration, including the risk that actual
results and timing of exploratio n 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.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.