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P2 Gold Inc. ("P2" or the "Company") (TSXV: PGLD,OTC:PGLDF) reports that it intends to complete a non-brokered private placement of 10 million units (the "Units") at a price of $0.75 per Unit for gross proceeds of $7,500,000 (the "Offering") to The Quaternary Group Limited ("Quaternary Group").
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 $1.50 per common share for a period of two years after the date of issue.
The Offering will close on completion of documentation and is conditional upon receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange (the "Exchange"). 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.
P2 is pleased to announce the increase in holdings by Quaternary Group and values their investment as a strong vote of confidence in its Gabbs Project.
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.
Required Early Warning Report Disclosure
Pursuant to the terms of the Offering and upon closing of the Offering, Quaternary Group will have acquired an aggregate of 10 million Units at a price of $0.75/Unit. Each Unit is comprised of one Share and one Warrant.
Immediately prior to the closing of the Offering, Quaternary Group owned 15 million shares of P2 and 15 million purchase warrants, representing approximately 5.7% of the outstanding common shares on a non-diluted basis and 11.4% on a diluted basis.
On completion of the Offering, Quaternary Group will hold a total of 25 million common shares and 25 million share purchase warrants representing approximately 8.7% of the outstanding common shares on a non-diluted basis and 16.0% of the outstanding common shares on a diluted basis.
The P2 shares and warrants are held by Quaternary Group for investment purposes. Quaternary Group has no current plan or future intentions which relate to, or would result in, any of the items listed in items 5(a) to 5(k) of the Early Warning Report. However, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, Quaternary Group may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the Shares or other securities of the Company.
As required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the acquisition of securities, an early warning report will be filed by Quaternary Group. For further information or to obtain a copy of the early warning report, please see P2's profile on SEDAR+ at www.sedarplus.ca.
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, where work to support a feasibility study is underway. A positive preliminary economic assessment has outlined a long-life, mid-size mine at Gabbs with annual average production of 109,000 ounces gold and 15,000 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. All zones on the property remain open and an infill and expansion drill program is underway. On completion of drilling, an updated Mineral Resource estimate will be prepared for Gabbs, which is expected to be completed in the third quarter.
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, 2025, dated March 19, 2026 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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