/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Dec. 27,
2023 /CNW/ - P2 Gold Inc. ("P2" or the
"Company") (TSXV: PGLD) reports that it intends to increase the
size of its previously announced non-brokered private placement to
up to 15.7 million units (the "Units") from 6.5 million units at a
price of $0.08 per Unit for gross
proceeds of up to approximately $1,256,000 (the "Offering").
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 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 TSX
Venture 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 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 15 days from the date notice is given.
The Offering will close on completion of documentation and is
conditional upon receipt of all necessary regulatory approvals,
including the approval of the Exchange. The proceeds of the
Offering will be used to fund exploration and engineering
expenditures and for general corporate purposes.
The Offering will be offered to accredited investors in all
Provinces of Canada pursuant to
applicable securities laws. In connection with the Offering,
the Company may pay finders' fees as permitted by the policies of
the Exchange. All securities issued pursuant to the Offering
will be subject to a four-month hold period.
The securities to be 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.
The Company anticipates that insiders will subscribe for
Units. 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.
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, 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, 2022,
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.