P2 Gold Announces Upsizing and Closing of First Tranche of Financing, Debt Settlement and Option Grant
P2 Gold Announces Upsizing and Closing of
First Tranche of Financing, Debt Settlement
and Option Grant
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
Sept. 4, 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
, to 18 million units (from 10 million units) in the capital of the
Company (the "Units") at a price of
$0.05
per Unit for gross proceeds of up to
$900,000
(the
"Offering") and (b) has closed the first tranche (the "First Tranche") of the Offering consisting of
5,000,000 Units for gross proceeds of
$250,000
.
The Company also reports that it has agreed with certain insiders of P2 to settle
$840,000
in
shareholder loans previously provided for working capital for 8,400,000 shares of the Company (the
"Loan Shares") at a deemed price of
$0.10
/share (the "Loan Settlement").
The Offering
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.
Insiders of the Company subscribed for 5,000,000 Units of the First Tranche. 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.
The proceeds of the Offering will be used to fund exploration expenditures and for general corporate
purposes. All securities issued pursuant to the First Tranche will be subject to a four-month hold
period expiring on
January 4, 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.
Shares for Debt Settlement
The issuance of Loan Shares in respect of the Loan Settlement remains subject to the approval of
the Exchange. The Loan Shares to be issued in respect of the Loan Settlement will be subject to a
hold period of four months from the date of issuance.
The Loan Settlement with such insiders will be a "related party transaction" under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").
The Loan Settlement with each of these individuals is exempt from the minority approval and formal
valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101 as
neither the fair market value of the debt, nor the fair market value of the shares to be issued in
settlement of the debt, exceeds 25% of P2's market capitalization.
Incentive Stock Option Grant
The Company has granted stock options, pursuant to its Stock Option Plan, to directors, officers,
employees and consultants of the Company to purchase an aggregate of 1,400,000 common shares
in the capital of the Company at an exercise price of
$0.10
per share, which expire on
September 3,
2026
. Following this stock option grant, the Company has a total of 7,053,333 stock options
outstanding representing approximately 5.7% of the outstanding common shares of the Company.
This stock option grant is subject to acceptance by the Exchange.
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 and the Loan Settlement and issuance of the Loan Shares.
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.
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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, BCV6C
2W2, [email protected], (SEDAR filings: P2 Gold Inc.); Michelle Romero, Executive Vice President,
(778) 731-1060
CO: P2 Gold Inc.
CNW 05:00e 04-SEP-24