P2 Gold Upsizes Financing
P2 Gold Upsizes Financing
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWS WIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
VANCOUVER, BC
,
Dec. 27, 2023
/CNW/ -
P2 Gold Inc.
("P2" or the "Company") (TSXV: PGLD)
reports that it intends to increase the size of its previously announced non-brokered private
placement to up to 15.7 million units (the "Units") from 6.5 million units at a price of
$0.08
per Unit for
gross proceeds of up to approximately
$1,256,000
(the "Offering").
Each Unit will consist of one common share in the capital of the Company (a "Share") and one
common share purchase warrant (a "Warrant"). Each Warrant will entitle 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 TSX
Venture 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 of the Warrants 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 Offering will close on completion of documentation and is conditional upon receipt of all
necessary regulatory approvals, including the approval of the Exchange. The proceeds of the
Offering will be used to fund exploration and engineering expenditures and for general corporate
purposes.
The Offering will be offered to accredited investors in all Provinces of
Canada
pursuant to applicable
securities laws. In connection with the Offering, the Company may pay finders' fees as permitted by
the policies of the Exchange. All securities issued pursuant to the Offering will be subject to a four-
month hold period.
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.
The Company anticipates that insiders will subscribe for 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 intends to rely on exemptions from
the formal valuation and minority shareholder approval requirements provided under sections 5.5(a)
and 5.7(a) of Multilateral Instrument 61-101 on the basis that the participation in the Offering by the
insiders will not exceed 25% of the fair market value of the company's market capitalization. A
material change report in connection with the Offering will be filed less than 21 days before the
closing of the Offering. This shorter period is reasonable and necessary in the circumstances as the
Company wishes to complete the Offering in a timely manner.
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, the Offering and the issuances of
securities pursuant to 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 Exchange will accept the Offering, the issuance of securities under the
Offering will be approved, required fundraising will be completed, 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, failure to obtain Exchange
acceptance of the Offering and/or the issuance of securities pursuant to the Offering, failure to raise
sufficient funds on the proposed terms or at all, 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 for
the year ended
December 31, 2022
, 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 15:18e 27-DEC-23