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P2 Gold Inc. ("P2" or the "Company") (TSXV: PGLD,OTC:PGLDF) reports that it has closed the first tranche (the "First Tranche") of its non-brokered private placement, previously announced on September 3, 2025 and September 15, 2025 of up to 55 million units (the "Units") at a price of $0.20 per Unit for gross proceeds of up to $11,000,000 (the "Offering"). 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 ("Listed Issuer Financing Exemption").
Each Unit will consist of one common share in the capital of the Company (an "Offering 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 $0.30 per common share for a period of two years after the date of issue (the "Expiry Time"), 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 (the "Convertible Shares"), constitute 10% 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 fund exploration and development expenditures at the Gabbs Project in Nevada and for general corporate purposes. In connection with the First Tranche, the Company paid finder's fees of an aggregate of $26,155 and issued an aggregate of 130,775 warrants to arm's length finders, representing 5% of the proceeds raised from subscriptions by, and 5% 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 that 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 www.sedarplus.ca and on the Company's website at www.p2glold.com . Prospective investors should read this offering document before making an investment decision.
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 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% 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 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 via paved Hwy 361, and power and water on site. Additional metallurgical testing is underway, 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.
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 and development, 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, 2024 , dated March 21, 2025 filed on SEDAR+ at www.sedarplus.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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