P2 Gold announces financing – Benzinga

NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR FOR BROADCASTING IN THE UNITED STATES

VANCOUVER, British Columbia, May 02, 2022 (GLOBE NEWSWIRE) — P2 Gold Inc. (“P2” or the “Company”) PGLD announces its intention to complete a non-brokered private placement of up to 3.2 million units (the “Units”) at a price of $0.63 per Unit for gross proceeds of up to approximately $2 million (l ‘”offer”).

Each Unit will consist of one common share in the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each warrant will entitle its holder to purchase one additional common share in the capital of the Company at an exercise price of $0.95 per common share for a period of two years from the date of issue (the “Expiration Date”), 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 $1.90 for a period of 10 consecutive trading days at any time prior to the expiry time, the Company shall have the right to accelerate the expiry time of the Warrants by giving notice to the holders of Warrants of subscription by press release or other form of notice permitted by the certificate representing the Warrants that the Warrants will expire at 4:30 a.m. (Vancouver time) on a date not less than 15 days from from the date the notice is given.

The offering will close upon completion of the documentation and is conditional upon receipt of all necessary regulatory approvals, including stock exchange approval. The proceeds of the offering will be used to fund exploration and engineering expenses and for general corporate purposes.

The Offering will be offered to accredited investors in all provinces of Canada in accordance with applicable securities laws. In connection with the Offer, the Company may pay finder’s fees as permitted by Exchange policies. All securities issued under the Offering will be subject to a four month hold period.

The securities to be offered under the Offer have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or any securities law of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, persons of the United States absent registration or any applicable exemption from the registration requirements of the United States securities law and applicable United States securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, and there will be no sale of such securities in any jurisdiction in which such offer, solicitation or sale would be illegal.

The Company expects insiders to subscribe for Units. Issuance of units to insiders is considered a related party transaction subject to National Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements set out in sections 5.5(a) and 5.7(a) of NI 61-101 on the basis that participation in the Offer by 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 prior to the closing of the Offering. This shorter period is reasonable and necessary in the circumstances since the Company wishes to complete the Offer in a timely manner.

About P2 Gold Inc.

P2 is a mining exploration and development company focused on advancing the discovery and acquisition of precious metals and copper in the western United States and British Columbia.

For more information, please contact:

Joseph Ovsenek
President and CEO
(778) 731-1055

P2 Gold Inc.
355 Burrard Street, Suite 1100
Vancouver, BC
V6C 2G8
[email protected]
(SEDAR filings: P2 Gold Inc.)

Michael Romero
Executive Vice President
(778) 731-1060

Neither the Bourse nor its Regulation Services Provider (as that term is defined in the policies of the Bourse) 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 fall within the safe harbors created by such laws. “Forward-looking information” includes statements that use forward-looking terminology such as “may”, “should”, “expect”, “anticipate”, “believe”, “continue”, “potential” or the negative thereof. this or other variants thereof or comparable terminology. Such forward-looking information includes, but is not limited to, information regarding the Company’s expectations, strategies and plans for exploration properties, including the Company’s planned exploration expenditures and activities, the Offering and the issuances of securities pursuant to the Offer.

Forward-looking information is not a guarantee of future performance and is based on a number of management’s estimates and assumptions on the date the statements are made, including, without limitation, that the Exchange will accept the Offer, the issuance of securities under the Offer will be approved, the required fundraising will be completed, as well as the other assumptions disclosed in this press release. In addition, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors that may cause the Company’s actual plans, intentions, activities, results, performance or achievements to differ materially from any plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information, including, without limitation, the failure to obtain Exchange acceptance of the Offer and/or the issuance of securities pursuant to the Offer, the inability to raise sufficient funds on the terms offered or at all, and the risks associated with mineral exploration, including the risk that the actual results and timing of the exploration and development are different from those anticipated by management. See “Risk Factors” in the Company’s Annual Information Form dated March 31, 2022 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 undertakes no obligation to publicly release any revisions to the forward-looking information contained in this press release to reflect events or circumstances after the date hereof.

Michael J. Birnbaum