P2 Gold arranges $2.54M in private placements
2022-06-16 17:46 ET – News Release
Mr. Joseph Ovsenek reports
P2 GOLD ANNOUNCES FINANCINGS
P2 Gold Inc. intends to complete a non-brokered private placement of flow-through units and non-flow-through units.
Flow-through offering
The FT offering will consist of up to 3.4 million flow-through units in the capital of the company at a price of 60 cents per FT unit for gross proceeds of up to $2.04-million.
Each FT unit will consist of one flow-through common share in the capital of the company and one non-flow-through common share purchase warrant. The FT shares will qualify as flow-through shares for purposes of the Income Tax Act (Canada). Each FT warrant will entitle the holder to purchase one additional non-flow-through common share in the capital of the company at an exercise price of 95 cents per common share for a period of two years from the date of issue, 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 is equal to or greater than $1.90 for a period of 10 consecutive trading days at any time prior to the FT expiry time, the company will have the right to accelerate the FT expiry time of the FT warrants by giving notice to the holders of the FT warrants by news release or other form of notice permitted by the certificate representing the FT warrants that the FT 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 gross proceeds of the FT offering will be used to finance exploration expenditures on the Bam property and 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 B.C. flow-through mining expenditures, as defined in the Income Tax Act (British Columbia).
The FT offering will close on completion of documentation and is conditional upon receipt of all necessary regulatory approvals, including the approval of the exchange.
Non-flow-through offering
The NFT offering will consist of up to one million non-flow-through units at a price of 50 cents per NFT unit for gross proceeds of up to $500,000.
Each NFT unit will consist of one non-flow-through common share in the capital of the company and one non-flow-through common share purchase warrant. Each NFT warrant will entitle the holder to purchase one additional non-flow-through common share in the capital of the company at an exercise price of 95 cents per common share for a period of two years from the date of issue, provided that, if after four months from the date of issue, the closing price of the common shares of the company on the exchange is equal to or greater than $1.90 for a period of 10 consecutive trading days at any time prior to the NFT expiry time, the company will have the right to accelerate the NFT expiry time of the NFT warrants by giving notice to the holders of the NFT warrants by news release or other form of notice permitted by the certificate representing the NFT warrants that the NFT 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 NFT 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 NFT offering will be used for general corporate purposes.
The company anticipates that insiders may 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 private placement by the insiders will not exceed 25 per cent of the fair market value of the company’s market capitalization. A material change report in connection with the private placement will be filed less than 21 days before the closing of the private placement. 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.
We seek Safe Harbor.
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