/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Sept. 4,
2024 /CNW/ - P2 Gold Inc. ("P2" or the
"Company") (TSXV: PGLD) reports that it (a) intends to increase the
size of its non-brokered private placement, previously announced on
August 26, 2024, to 18 million units
(from 10 million units) in the capital of the Company (the "Units")
at a price of $0.05 per Unit for
gross proceeds of up to $900,000 (the
"Offering") and (b) has closed the first tranche (the "First
Tranche") of the Offering consisting of 5,000,000 Units for gross
proceeds of $250,000.
The Company also reports that it has agreed with certain
insiders of P2 to settle $840,000 in
shareholder loans previously provided for working capital for
8,400,000 shares of the Company (the "Loan Shares") at a deemed
price of $0.10/share (the "Loan
Settlement").
The Offering
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 $0.10 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 TSX Venture Exchange (the "Exchange") is equal to or greater
than $0.20 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 of the
Warrants 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 30 days from the date notice is given.
Insiders of the Company subscribed for 5,000,000 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.
The proceeds of the Offering will be used to fund exploration
expenditures and for general corporate purposes. All
securities issued pursuant to the First Tranche will be subject to
a four-month hold period expiring on January
4, 2025.
The securities 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. In
connection with the Offering, the Company may pay finders' fees as
permitted by the policies of the Exchange. The Offering will
be offered to accredited investors in all Provinces of Canada pursuant to applicable securities laws.
All securities issued pursuant to the Offering will be
subject to a four-month hold period.
Shares for Debt Settlement
The issuance of Loan Shares in respect of the Loan Settlement
remains subject to the approval of the Exchange. The Loan Shares to
be issued in respect of the Loan Settlement will be subject to a
hold period of four months from the date of issuance.
The Loan Settlement with such insiders will be a "related party
transaction" under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI 61-101").
The Loan Settlement with each of these individuals is exempt from
the minority approval and formal valuation requirements of MI
61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101 as
neither the fair market value of the debt, nor the fair market
value of the shares to be issued in settlement of the debt, exceeds
25% of P2's market capitalization.
Incentive Stock Option Grant
The Company has granted stock options, pursuant to its Stock
Option Plan, to directors, officers, employees and consultants of
the Company to purchase an aggregate of 1,400,000 common shares in
the capital of the Company at an exercise price of $0.10 per share, which expire on September 3, 2026. Following this stock option
grant, the Company has a total of 7,053,333 stock options
outstanding representing approximately 5.7% of the outstanding
common shares of the Company. This stock option grant is subject to
acceptance by the Exchange.
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.
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 and the Loan
Settlement and issuance of the Loan Shares.
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, 2023,
dated March 21, 2024 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.