P2 Gold Closes Second Tranche of Convertible Debenture Unit Offering
P2 Gold Closes Second Tranche of
Convertible Debenture Unit Offering
VANCOUVER, BC
,
March 14, 2024
/CNW/ -
P2 Gold Inc.
("P2" or the "Company") (TSXV: PGLD)
(OTCQB: PGLDF) reports that it has closed the second tranche (the "Second Tranche") of the non-
brokered private placement of convertible debenture units (the "Units") at
$1,000
per Unit, for gross
proceeds of
$1,665,000
(the "Offering"), previously announced on
February 13, 2024
and
March 5,
2024
. The Second Tranche consisted of 303 Units for gross proceeds of
$303,000
.
Each Unit consists of one convertible debenture (a "Convertible Debenture") with a principal amount
of
$1,000
and 12,500 Share purchase warrants (the "Warrants").
The Convertible Debentures will bear interest at a rate of 7.5%, payable semi-annually on the last
day of June and December of each year, commencing on
June 30, 2024
. Interest will be paid in
common shares in the capital of the Company ("Shares") based on the greater of the Market Price
(as defined in the policies of the TSX Venture Exchange (the "Exchange")) and 15-day volume
weighted average price ("VWAP") of the Shares on the Exchange or cash, at the Company's
election, subject to Exchange approval. The Convertible Debentures will have approximately a two-
year term (the "Term"), with the principal amount being due to be repaid in full by the Company on
January 31, 2026
(the "Maturity Date"). At any time during the Term, the Company will have the
option to extend the Term by up to one additional year on payment of an extension fee to the holders
of the Convertible Debentures (the "Holders") in the amount of six month's interest payable in Shares
based on the greater of the Market Price and the 15-day VWAP or cash, at the Company's election,
subject to Exchange approval. The Convertible Debentures are unsecured.
Under the terms of the Offering, at any time during the Term, a Holder may elect to convert the
outstanding net principal amount, or any portion thereof, into Shares at a conversion price of
C$0.07
per Share up to
January 31, 2025
and
$0.10
per Share from
February 1, 2025
up to
January 31,
2026
(the "Conversion Price"). In the event the Company announces a business combination and the
15-day VWAP of the Shares on the Exchange is greater than
$0.07
, the Company will have the right
to require the Holders to convert the outstanding net principal amount into Shares at the Conversion
Price by giving notice to the Holders by news release or other form of notice permitted by the
Convertible Debentures that the Convertible Debentures will convert on the closing of the business
combination.
Each Warrant shall entitle the holder thereof to acquire one Share at an exercise price of
$0.15
, for
a period of 24 months (the "Expiry Time"), provided that, if after the later of four months from the
date of issue and conversion, the closing price of the Shares on 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 majority of the proceeds of the Offering will be used to fund obligations under the Termination
Agreement. The securities issued pursuant to the Second Tranche are subject to a four-month hold
period expiring on
July 14, 2024
. In connection with the Second Tranche, the Company paid finder's
fees of an aggregate of
$11,400
and issued an aggregate of 171,375 warrants to an arm's length
finder, representing 6% of the proceeds raised from subscriptions by, and 6% of the Units issued to,
certain placees.
The securities to be 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.
Insiders of the Company subscribed for 85 Units of the Second 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 at the Gabbs Project, the significance
of the removal of the debt overhang as it relates to the development of Gabbs, the completion of the
Offering, 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 made, including
without limitation, that the Company will be able to use the proceeds from the Offering as
anticipated, that the settlement of outstanding debt will allow the Company to optimize mine
development at Gabbs 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 Offering as
expected and that the settlement of outstanding debt will not allow for the optimization of mine
development at Gabbs 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.sedarplus.ca 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:
Joseph Ovsenek, President & CEO, (778) 731-1055; Michelle Romero,
Executive Vice President, (778) 731-1060; P2 Gold Inc., Suite 789, 999 West Hastings Street,
Vancouver, BC, V6C 2W2, [email protected], (SEDAR+ filings: P2 Gold Inc.)
CO: P2 Gold Inc.
CNW 19:15e 14-MAR-24