P2 Gold Expands Financing to $11.6 Million

• P2 Gold Inc. has increased its non-brokered private placement from 15 million units to 15.5 million units at $0.75 per unit for gross proceeds of up to $11,625,000.
• The Quaternary Group Limited is subscribing for 10 million units of the 15.5 million unit offering.
• Each unit consists of one common share and one warrant exercisable at $1.50 per share for a period of 2 years from the date of issue.
• Proceeds are designated for exploration and development expenditures at the Gabbs gold-copper Project on the Walker Lane Trend in Nevada, where a positive preliminary economic assessment (PEA) has outlined average annual production of 109,000 oz gold and 15,000 tonnes copper over a 14.2-year mine life.
• Company insiders are expected to participate in the offering, which the company has classified as a related party transaction under Multilateral Instrument 61-101, with insider participation not expected to exceed 25% of the company's market capitalisation.

About P2 Gold Inc.

P2 Gold Inc. (TSXV: PGLD) is a mineral exploration and development company focused on advancing the gold-copper Gabbs Project on the Walker Lane Trend in Nevada. Work to support a feasibility study is underway. A positive preliminary economic assessment (PEA) has outlined a long-life, mid-size mine at Gabbs with an average annual production of 109,000 oz of gold and 15,000 tonnes of copper over a 14.2-year mine life. The Gabbs Project has paved Highway 361, with power and water on site.

Offering Details

P2 Gold has increased its non-brokered private placement to 15.5 million units at $0.75 per unit for gross proceeds of up to $11,625,000. The offering was originally 10 million units, increased to 15 million units and further increased to its current size. Each unit consists of one common share in the company's capital and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price of $1.50 per share for a period of 2 years following the date of issue. The Quaternary Group Limited has committed to subscribe for 10 million units under the offering.

All securities issued pursuant to the offering will be subject to a four-month hold period. The offering is restricted to accredited investors in all provinces of Canada under applicable securities laws. The securities have not been and will not be registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent applicable registration or exemption.

Use of Proceeds

P2 Gold has stated that proceeds from the offering will be used for exploration and development expenditures at the Gabbs Project in Nevada, as well as general corporate purposes. The Gabbs Project is currently undergoing an infill and expansion drill program, and an updated mineral resource estimate (MRE) is expected to be completed in the third quarter following drilling. The project has an existing inferred mineral resource of 1.84 million gold equivalent ounces, with all zones on the property remaining open. Work to support a feasibility study (FS) is currently underway.

Regulatory & Related Party Considerations

The offering is conditional upon receipt of all necessary regulatory approvals, including approval from the TSX Venture Exchange. Closing is expected in approximately two weeks from the date of the announcement. Company insiders are anticipated to subscribe for units under the offering, which constitutes 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 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. A material change report will be filed less than 21 days before the closing of the offering. The company has stated that this shorter period is reasonable and necessary to complete the offering in a timely manner.

Next Steps

P2 Gold expects to close the offering in approximately two weeks, subject to Exchange approval. Proceeds will be used for exploration and development expenditures at the Gabbs Project in Nevada and for general corporate purposes. An updated MRE for Gabbs is expected to be completed in the third quarter following the completion of the ongoing infill and expansion drill program, and work supporting an FS is underway.

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