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PGLD.V ·

P2 Gold Announces Flow-Through Financing

Financings

September 15, 2021 News Release 21-18

P2 Gold Announces Flow-Through Financing

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION

OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Vancouver, British Columbia, September 15, 2021; P2 Gold Inc. (“P2” or the “Company”) (TSX-V:PGLD)

reports that it intends to complete a non -brokered private placement (the “Private Placement”)

consisting of up to 1,000,000 flow -through common shares in the capital of the Company (the

“Common Shares”) that qualify as flow-through shares for purposes of the Income Tax Act (Canada),

at a price of $0.50 per Common Share for gross proceeds of up to $500,000.

The gross proceeds of the Private Placement will be used to fund exploration expenditures on the

BAM Property and for 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 Private Placement will close on completion of documentation and is conditional upon receipt of

all necessary regulatory approvals, including the approval of the Exchange. The Private Placement will

be offered to accredited investors in all Provinces of Canada pursuant to applicable securities laws. 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.

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

[email protected]

(SEDAR filings: P2 Gold Inc.)

Michelle Romero

Executive Vice President

(778) 731-1060

Neither the TSX Venture Exchange (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 int ended 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,

statements regarding the use of proceeds, the renouncement of the Canadian Exploration Expenses,

information with respect to the Company’s expectations, strategies and plans including the

Company’s planned expenditures and exploration activities.

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 information form dated August 9, 20 21 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 c ontained in this press release to reflect events or

circumstances after the date hereof.