/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Sept. 17,
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, September 4, 2024 and September 9, 2024, to 20 million units (from 18
million units) in the capital of the Company (the "Units") at a
price of $0.05 per Unit for gross
proceeds of $1 million (the
"Offering") and (b) has closed the third and final tranche (the
"Final Tranche") of the Offering consisting of 5,050,000 Units for
gross proceeds of $252,500.
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.
The proceeds of the Offering will be used to fund exploration
and development expenditures and for general corporate
purposes. All securities issued pursuant to the Final Tranche
will be subject to a four-month hold period expiring on
January 17, 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.
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.
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.
