P2 Gold Announces $7.5 Million Strategic Financing to Advance the Gabbs Project

Company Overview

P2 Gold Inc. (TSXV: PGLD) is a mineral exploration and development company advancing its 100%-owned gold-copper Gabbs Project on the Walker Lane Trend in Nevada. A positive preliminary economic assessment (PEA) has outlined a long-life, mid-size mine with average annual production of 109,000 ounces of gold and 15,000 tonnes of copper over a 14.2-year mine life. Work to support a feasibility study (FS) is underway, and an infill and expansion drill program is in progress.

Placement Terms

P2 Gold announced that it intends to complete a non-brokered private placement of 10 million units at $0.75 per unit for gross proceeds of $7,500,000, directed exclusively to The Quaternary Group Limited. Proceeds will be applied to fund exploration and development expenditures at the Gabbs Project in Nevada and for general corporate purposes.

Each unit consists of one common share and one share purchase warrant, with each warrant entitling the holder to acquire one additional common share at an exercise price of $1.50 for a period of 2 years from the date of issue. All securities issued under the offering are subject to a 4-month hold period. The offering remains conditional on completion of documentation and receipt of all necessary regulatory approvals, including approval from the TSX Venture Exchange (TSXV).

Strategic Investor's Updated Position

Immediately prior to closing, The Quaternary Group held 15 million common shares and 15 million purchase warrants, representing approximately 5.7% of outstanding common shares on a non-diluted basis and 11.4% on a diluted basis. On completion of the offering, The Quaternary Group will hold 25 million common shares and 25 million share purchase warrants, representing approximately 8.7% of outstanding common shares on a non-diluted basis and 16.0% on a diluted basis.

The Quaternary Group has stated that its shares and warrants are held for investment purposes, with no current plans or intentions related to items listed under the Early Warning Report disclosure requirements. As required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, an early warning report will be filed and made available on SEDAR+ at www.sedarplus.ca.

Next Steps

P2 Gold is continuing an infill and expansion drill program at the Gabbs Project. On completion of drilling, an updated mineral resource estimate is expected to be prepared in the third quarter of 2026. Work to support an FS remains ongoing.