/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 2, 2024
/CNW/ - P2 Gold Inc. ("P2" or the "Company") (TSXV:
PGLD) (OTCQB: PGLDF) reports that it has closed the first tranche
(the "First Tranche") of its non-brokered private placement of
units (the "Private Placement") consisting of 6,250,000 units in
the capital of the Company (the "Units") at a price of $0.08 per Unit for gross proceeds of $500,000.
Each Unit consists of one common share in the capital of the
Company and one common share purchase warrant (a "Warrant").
Each Warrant entitles 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 TSXV Enture
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 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 proceeds of the Private Placement will be used to fund
engineering expenditures and for general corporate purposes.
The securities issued pursuant to the First Tranche will be
subject to a four-month hold period expiring on June 2, 2024. In connection with the First
Tranche, the Company paid finder's fees of an aggregate of
$9,732 to arm's length finders,
representing 6% of the proceeds raised from subscriptions by
certain placees. The securities offered pursuant to the
Private Placement have not been and will not be registered under
the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United
States absent registration or an applicable exemption from
the registration requirements of such Act.
Insiders of the Company subscribed for 1,122,500 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 relied on exemptions from
the formal valuation and minority shareholder approval requirements
provided under sections 5.5(a) and 5.7(1)(a) of Multilateral
Instrument 61-101 on the basis that the participation in the
Private Placement by the insiders did not exceed 25% of the fair
market value of the company's market capitalization.
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 and the use of
proceeds from the Private Placement.
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 Company will be able to use the
proceeds from the Private Placement as anticipated, 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, the
inability to use the proceeds from the Private Placement as
expected 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
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.