P2 Gold Announces Financings
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
December 10, 2021 News Release 21-26
P2 Gold Announces Financings
Vancouver, British Columbia, December 10, 2021; P2 Gold Inc. (“P2” or the “Company”) (TSX-V:PGLD)
reports that it intends to complete a non -brokered private placement of flow-through units (the “FT
Offering”), premium flow-through units (the “PFT Offering”) and non-flow-through units (the “NFT
Offering”) (collectively, the FT Offering, PFT Offering and NFT Offering are the “Private Placement”).
Flow-Through Offering
The FT Offering will consist of up to three million flow-through units in the capital of the Company (the
“FT Units”) at a price of $0.77 per FT Unit for gross proceeds of up to $2.31 million.
Each FT Unit will consist of one flow -through common share in the capital of the Company (a “F T
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. 90 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 $1. 75 for a period of 10 consecutive trading days at any time prior to the FT Expiry
Time, the Company will have the right to accelerate the FT Expiry Time of the FT Warrants by giving
notice to the holders of the FT Warrants by news release or other form of n otice 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
Property 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 Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the Exchange.
Premium Flow-Through Offering
The PFT Offering will consist of up to 1.21 million flow-through units in the capital of the Company (the
“PFT Units”) at a price of $0.84 per PFT Unit for gross proceeds of up to approximately $1.01 million.
Each PFT Unit will consist of one flow-through common share in the capital of the Company (a “ PFT
Share”) and one non -flow-through common share purchase warrant (a “ PFT Warrant”). The PFT
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Shares will qualify as “flow-through shares” for purposes of the Income Tax Act (Canada). Each PFT
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 $0.90 per common share for a period of two years from
the date of issue (the “ PFT 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
$1.75 for a period of 10 consecutive trading days at any time prior to the PFT Expiry Time, the Company
will have the right to accelerate the PFT Expiry Time of the PFT Warrants by giving notice to the holders
of the PFT Warrants by news release or other form of notice permitted by the certificate representing
the PFT Warrants that the PFT 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 PFT Offering will be used to fund exploration expenditures on the BAM
Property 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 PFT Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the Exchange.
Non-Flow-Through Offering
The NFT Offering will consist of up to two million non-flow-through units (the “NFT Units”) at a price
of $0.58 per NFT Unit for gross proceeds of up to $1.16 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. 90 per common share for a period of two years from the 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 $1. 75 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 of the NFT Warrants 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 Offer ing 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 expenditures and for general corporate purposes.
Private Placement
The Private Placement will be offered to accredited investors in all Provinces of Canada pursuant 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.
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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.
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, strategies and plans for exploratio n
properties including the Company’s planned expenditures and exploration activities , the Private
Placements, the use of proceeds from each of the FT Offering, the PFT Offering and the NFT Offering
and the issuances of securities pursuant to 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 , including without
limitation, that the Exchange will accept the Privat e Placement, the issuance of securities under the
Private Placement will be approved, the Company will be able to use the proceeds from each of the FT
Offering, the PFT Offering and the NFT Offering as anticipated, 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 obt ain Exchange acceptance of the Private Placement and/or the issuance of securities
pursuant to the Private Placement, the inability to use the proceeds from each of the FT Offering, PFT
Offering and NFT Offering as expected, failure to raise sufficient funds on the proposed terms or at
all, 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 manage ment. See “Risk
Factors” in the Company’s annual information form dated August 9, 2021 filed on SEDAR at
www.sedar.com for a discussion of these risks.
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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 an y obligation to release publicly any
revisions to forward -looking information contained in this press release to reflect events or
circumstances after the date hereof.