P2 Gold closes $5.99-million first tranche of placement
2025-09-19 04:47 ET – News Release
Mr. Joseph Ovsenek reports
P2 GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF FINANCING
P2 Gold Inc. has closed the first tranche of its non-brokered private placement, previously announced on Sept. 3, 2025, and Sept. 15, 2025, of up to 55 million units at a price of 20 cents per unit for gross proceeds of up to $11-million. The first tranche consisted of 29,965,500 units for gross proceeds of $5,993,100. The units to be issued under the offering will be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions).
Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share in the capital of the company at an exercise price of 30 cents per common share for a period of two years after the date of issue, provided that the warrants shall not be exercisable for a period of 60 days after the date of issue. The company has removed the acceleration provision from the warrant terms. In addition, if the holder of this warrant beneficially owns such number of common shares which, when added to the number of common shares issuable upon conversion of any convertible securities of the company held by such holder, constitute 10 per cent or more of the issued and outstanding common shares (including the convertible shares as if issued), the holder may only exercise the warrants by giving the company notice in writing of the holder’s intention to exercise at least 61 days prior to the date the holder wishes to effect such exercise.
The proceeds of the offering will be used to finance exploration and development expenditures at the Gabbs project in Nevada and for general corporate purposes. In connection with the first tranche, the company paid finders’ fees of an aggregate of $26,155 and issued an aggregate of 130,775 warrants to arm’s-length finders, representing 5 per cent of the proceeds raised from subscriptions by, and 5 per cent of the units issued to, certain placees.
In connection with the offering, the company may pay finders’ fees as permitted by the policies of the exchange. Subject to the rules and policies of the exchange, the securities issuable from the sale of units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants who participate in the offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the exchange.
There is an offering document related to the listed issuer financing exemption that can be accessed under the company’s profile at SEDAR+ and on the company’s website. Prospective investors should read this offering document before making an investment decision.
Insiders of the company subscribed for 500,000 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 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 per cent of the fair market value of the company’s market capitalization. A material change report in connection with the offering will be filed fewer 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 Gold is a mineral exploration and development company focused on advancing its gold-copper Gabbs project on the Walker Lane trend in Nevada. A positive preliminary economic assessment has outlined a long-life, mid-size mine at Gabbs with annual average production of 104,000 ounces gold and 13,500 tonnes copper over a 14.2-year mine life. The Gabbs project has excellent infrastructure with access through paved Hwy. 361, and power and water on site. Additional metallurgical testing is under way, and a water permit is expected in the third quarter of this year. All zones on the property remain open, and additional exploration targets, near surface and at depth, are drill ready.
We seek Safe Harbor.
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