P2 Gold Closes First Tranche of Financing
P2 Gold Closes First Tranche of Financing
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
Feb. 2, 2024
/CNW/ -
P2 Gold Inc.
("P2" or the "Company") (TSXV: PGLD)
(OTCQB: PGLDF) reports that it has closed the first tranche (the "First Tranche") of its non-
brokered private placement of units (the "Private Placement") consisting of 6,250,000 units in the
capital of the Company (the "Units") at a price of
$0.08
per Unit for gross proceeds of
$500,000
.
Each Unit consists of one common share in the capital of the Company and one common share
purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional
common share in the capital of the Company at an exercise price of
$0.15
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 TSXV Enture
Exchange (the "Exchange") is equal to or greater than
$0.30
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 Private Placement will be used to fund engineering expenditures and for general
corporate purposes.
The securities issued pursuant to the First Tranche will be subject to a four-month hold period
expiring on
June 2, 2024
. In connection with the First Tranche, the Company paid finder's fees of an
aggregate of
$9,732
to arm's length finders, representing 6% of the proceeds raised from
subscriptions by certain placees. 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.
Insiders of the Company subscribed for 1,122,500 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 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
Private Placement by the insiders did not exceed 25% of the fair market value of the company's
market capitalization.
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
.
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 and the use of proceeds from the
Private Placement.
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 the Private Placement 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, performance or achievements expressed or implied by such forward-looking information,
including without limitation, the inability to use the proceeds from the Private Placement 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 16, 2023
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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%SEDAR: 00045664E
For further information:
Joseph Ovsenek, President & CEO, (778) 731-1055; Michelle Romero,
Executive Vice President, (778) 731-1060; P2 Gold Inc., Suite 1100, 355 Burrard Street, Vancouver,
BC, V6C 2G8, [email protected] (SEDAR filings: P2 Gold Inc.)
CO: P2 Gold Inc.
CNW 17:15e 02-FEB-24