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PGLD.V ·

P2 Gold Upsizes and Closes the Flow-Through Private Placement

Financings

October 1, 2021 News Release 21-20

P2 Gold Upsizes and Closes the Flow-Through Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION

OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Vancouver, British Columbia, October 1 , 202 1; P2 Gold Inc . (“P2” or the “Company”) (TSX -V:PGLD)

reports it has upsized the non-brokered flow-through private placement (the “Private Placement”)

(see P2’s news release s dated September 15 and 17 , 2021) from 2,500,000 flow -through common

shares to 2,520,000 flow -through common shares and closed the Private Placement for gross

proceeds of $1.26 million.

The gross proceeds of the Private Placement will be used to fund exploration expenditures on the

BAM Property and for 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).

All securities issued pursuant to the Private Placement are subject to a four -month hold period. In

connection with the Private Placement, the Company paid finder’ s fees of an aggregate of $12,500 to

an arm’s length finder, representing 5% of the proceeds raised from subscriptions by a certain placee.

The securities offered pursuant to the Private Placement have not been and will not be registered

under the United St ates 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 comp any focused on advancing precious metals and

copper discoveries and acquisitions in the western United States and British Columbia.

2 | P a g e

For further information, please contact:

Joseph Ovsenek

President & CEO

(778) 731-1055

P2 Gold Inc.

Suite 1100, 355 Burrard Street

Vancouver, BC

V6C 2G8

[email protected]

(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 int ended 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,

statements regarding the use of proceeds, the renouncement of the Canadian Exploration Expenses,

information with respect to the Company’s expectations, strategies and plans including the

Company’s planned expenditures and exploration activities.

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. 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. See “Risk

Factors” in the Company’s annual information form dated August 9, 20 21 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 antic ipated 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.