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P2 Gold Announces Upsizing and Closing of Final Tranche of Financing

Financings

P2 Gold Announces Upsizing and Closing of

Final Tranche of Financing

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWS WIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

/

VANCOUVER, BC

,

Sept. 17, 2024

/CNW/ -

P2 Gold Inc.

("P2" or the "Company") (TSXV: PGLD)

reports that it (a) intends to increase the size of its non-brokered private placement, previously

announced on

August 26, 2024

,

September 4, 2024

and

September 9, 2024

, to 20 million units

(from 18 million units) in the capital of the Company (the "Units") at a price of

$0.05

per Unit for

gross proceeds of

$1 million

(the "Offering") and (b) has closed the third and final tranche (the "Final

Tranche") of the Offering consisting of 5,050,000 Units for gross proceeds of

$252,500

.

Each Unit will consist of one common share in the capital of the Company (an "Offering Share") and

one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase

one additional common share in the capital of the Company at an exercise price of

$0.10

per

common share for a period of two years from the date of issue (the "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

$0.20

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 of the Warrants 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 30 days from the

date notice is given.

The proceeds of the Offering will be used to fund exploration and development expenditures and for

general corporate purposes. All securities issued pursuant to the Final Tranche will be subject to a

four-month hold period expiring on

January 17, 2025

.

The securities 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. In connection with the Offering, the Company may pay finders' fees as permitted by the

policies of the Exchange. The Offering will be offered to accredited investors in all Provinces of

Canada

pursuant to applicable securities laws. All securities issued pursuant to the Offering will be

subject to a four-month hold period.

About P2 Gold Inc.

P2 Gold is a mineral exploration and development company focused on advancing its gold-copper

Gabbs Project on the Walker Lane Trend in Nevada. A positive preliminary economic assessment

has outlined a long-life, mid-size mine at Gabbs with annual average production of 104,000 ounces

gold and 13,500 tonnes copper over a 14.2-year mine life.

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, the Offering and the issuances of

securities pursuant to 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 Exchange will accept the Offering, the issuance of securities under the

Offering will be approved, 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 obtain Exchange

acceptance of the Offering and/or the issuance of securities pursuant to the Offering, 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 management. See "Risk Factors" in the Company's annual information form for

the year ended

December 31, 2023

, dated

March 21, 2024

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.

SOURCE

P2 Gold Inc.

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/September2024/17/c7136.html

%SEDAR: 00045664E

For further information:

For further information, please contact: Joseph Ovsenek, President &

CEO, (778) 731-1055; P2 Gold Inc., Suite 789, 999 West Hastings Street, Vancouver, BC, V6C

2W2, [email protected], (SEDAR filings: P2 Gold Inc.); Michelle Romero, Executive Vice President,

(778) 731-1060

CO: P2 Gold Inc.

CNW 17:15e 17-SEP-24