P2 Gold closes $11-million private placement

Executive Summary

• P2 Gold Inc. closed its non‑brokered private placement of 55 million units at $0.20 per unit, generating gross proceeds of $11 million.
• Each unit includes one common share and one warrant (exercise price $0.30, exercisable after 60 days, with a two‑year term).
• Proceeds are earmarked to fund the Gabbs project feasibility study, upcoming infill/expansion drilling, and general corporate purposes.

Key Details

• Offering Size & Price: 55 million units @ $0.20 per unit → $11 million gross proceeds.
• Unit Composition: 1 common share + 1 common‑share purchase warrant.
• Warrant Terms: Exercise price $0.30; exercisable after 60 days; two‑year expiry; acceleration provision removed; “10 % ownership” notice requirement applies.
• Use of Proceeds: Finance exploration and development at the Gabbs (Nevada) project; fund feasibility study; support general corporate activities.
• Finder’s Fees & Additional Warrants: $100,655 paid to finders; 503,275 warrants issued to finders (5 % of proceeds and 5 % of units).
• Insider Participation: Insiders subscribed for 500,000 units (first tranche); treated as related‑party transaction under MI 61‑101 with reliance on exemption thresholds.
• Holding Periods: Canadian resident subscribers – no hold period; insiders/consultants – four‑month hold per TSX V exchange policies.
• Regulatory Filings: Material change report to be filed ≤21 days before closing; offering documented under listed issuer financing exemption (NI 45‑106).

Notable Quotes

“The proceeds from the financing, along with the proceeds from the exercise of warrants expiring in 2026, are expected to fund Gabbs through the feasibility stage. With infill and expansion drilling expected kicking off shortly, we plan to launch our feasibility study early in the New Year.” – Joe Ovsenek, President & CEO

Materiality Assessment: Material – Positive (significant capital raise supporting a major project advancement).