P2 Gold Closes First Tranche of Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
December 8, 2022 News Release 22-27
P2 Gold Closes First Tranche of Financing
Vancouver, British Columbia, December 8, 2022; P2 Gold Inc. (“P2” or the “Company”) (TSX-V:PGLD)
(OTCQB:PGLDF) reports that it has closed the first tranche (the “First Tranche”) of its non-brokered
private placement of units (the “ Units”) of the Company, at $0.27/Unit, for gross proceeds of up to
approximately $1 million (the “Offering”) , previously announced on October 25 and November 25,
2022. The First Tranche consisted of 2,712,929 Units for gross proceeds of approximately $732,490.
Each Unit consists of one common share in the capital of the Company (a “Share”) and one common
share purchase warrant (a “Warrant”). Each Warrant entitle s the holder to purchase one additional
non-flow-through common share in the capital of the Company at an exercise price of $0. 40 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 (th e “ Exchange”) is equal to or greater than $ 0.80 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 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 15 days from the date notice is given.
The proceeds of the Offering will be used to f und exploration and engineering expenditures and for
general corporate purposes. In connection with the Offering, the Company paid finder’s fees of an
aggregate of $20,782 and issued an aggregate of 76,972 warrants to arm’s length finders, representing
6% of the proceeds raised from subscriptions by, and 6% of the Units issued to, certain placees. All
securities issued pursuant to the Offering will be subject to a four-month hold period expiring on April
9, 2023. The securities offered pursuant to the Offering 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.
Insiders of the Company subscribed for 800,000 Units. 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 relied on exemptions from the formal valuation and
minority shareholder approval requirements provided under sections 5.5(a) and 5.7 (1)(a) of
Multilateral Instrument 61-101 on the basis that the participation in the Offering by the insiders did not
exceed 25% of the fair market value of the company’s market capitalization.
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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 exploration
properties including the Company’s planne d expenditures and exploration activities and the use of
proceeds from 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 m ade, including without
limitation, that the Company will be able to use the proceeds from the Offering as anticipated, 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, performan ce or
achievements expressed or implied by such forward-looking information, including without limitation,
the inability to use the proceeds from the 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 March 31, 2022 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.
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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.