P2 Gold Closes $11.6 Million Non-Brokered Private Placement

P2 Gold Inc. (TSX-V: PGLD | OTCQB: PGLDF) has closed a non-brokered private placement of 15.5 million units at $0.75 per unit for gross proceeds of $11,625,000. The Quaternary Group Limited subscribed for 10 million units. Proceeds will be directed toward exploration and development expenditures at the Gabbs Project in Nevada and general corporate purposes.

Company Overview

P2 Gold Inc. (TSX-V: PGLD | OTCQB: PGLDF) is a mineral exploration and development company focused on advancing its gold-copper Gabbs Project on the Walker Lane Trend in Nevada. A preliminary economic assessment (PEA) completed in October 2025 outlined a long-life, mid-size mine at Gabbs with average annual production of 109,000 ounces of gold and 33 million pounds of copper over a 14.2-year mine life. The feasibility study (FS) is advancing at a nominal production rate of 12 million tonnes per year, targeting average annual production of 150,000 ounces of gold and 45 to 50 million pounds of copper.

Financing Closed

P2 Gold Inc. announced on May 25, 2026, the closing of its non-brokered private placement, first announced on April 22, 2026 and subsequently upsized on April 28, 2026 and May 13, 2026. The offering comprised 15.5 million units at a price of $0.75 per unit for gross proceeds of $11,625,000. No finder's fees were paid in connection with the offering. The Quaternary Group Limited subscribed for 10 million of the 15.5 million units issued.

Unit Structure & Terms

Each unit consists of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at an exercise price of $1.50 per share for a period of two years from the date of issue. All securities issued under the offering are subject to a four-month hold period expiring September 26, 2026. The proceeds of the offering will be used to fund exploration and development expenditures at the Gabbs Project in Nevada and for general corporate purposes.

Related Party Disclosure

Insiders of the company subscribed for 300,000 units. The issuance of units to insiders is considered a related party transaction under 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 under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101, on the basis that insider participation will not exceed 25% of the fair market value of the company's market capitalisation.

Next Steps

Proceeds from the offering will be directed toward ongoing exploration and development at the Gabbs Project. An infill and expansion drill program is currently underway at Gabbs, with an updated mineral resource estimate (MRE) targeting completion in the third quarter. The company is also advancing an FS at Gabbs using a nominal production rate of 12 million tonnes per year.