P2 Gold Closes Financings
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
December 23, 2021 News Release 21-28
P2 Gold Closes Financings
Vancouver, British Columbia, December 23, 2021; P2 Gold Inc. (“P2” or the “Company”) (TSX-V:PGLD)
reports that it has closed the 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”)
for gross proceeds of approximately $5.68 million.
In closing the Private Placement , the Company issued 3,959,933 flow-through-units (the “FT Units”)
of the Company for gross proceeds of approximately $3.05 million, 1,458,616 premium flow-through
units (the “PFT Units”) of the Company for gross proceeds of approximately $1.23 million and 2,421,188
non-flow-through units (the “NFT Units”) of the Company for gross proceeds of approximately $1.40
million.
Under the FT Offering, Probity Mining 2021-II Short Duration Flow -Through LP acquired 1,948,052 FT
Units for approximately $1.5 million , Cordillera Minerals Group Ltd acquired 530,000 FT Units for
$408,100 and funds managed by Sprott Asset Management LP acquired 450,000 FT Units for $346,500.
Flow-Through Offering
Each FT Unit consists 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 qualify
as “flow-through shares” for purposes of the Income Tax Act (Canada). Each FT Warrant entitles 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 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 Off ering 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).
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Premium Flow-Through Offering
Each PFT Unit consist s 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
Shares qualify as “flow -through shares” for purposes of the Income Tax Act (Canada). Each PFT
Warrant entitles 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 Exp loration 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).
Non-Flow-Through Offering
Each NFT Unit consists 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 entitles the
holder to purchase one additional non -flow-through common share in the capital of t he 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 Exc hange 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 proceeds o f the NFT Offering will be used to fund exploration expenditures and for general
corporate purposes.
Private Placement
In connection with the Private Placement, the Company paid finder’s fees of an aggregate of $309,761
and issued an aggregate of 423,059 warrants to arm’s length finders, representing 6% of the proceeds
raised from subscriptions by, and 6% of the Units issu ed to, certain placees. 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
(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 and the use of
proceeds from each of the FT Offering, the PFT Offering and the 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, the PFT
Offering and the NFT Offering as anticip ated 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 dif ferent from any future plans,
intentions, activities, results, performance or achievements expressed or implied by such forward -
looking information, including without limitation, the inability to use the proceeds from each of the FT
Offering, PFT Offering and NFT Offering as expected 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 dated
August 9, 2021 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 fo rward-looking information contained in this press release to reflect events or
circumstances after the date hereof.