P2 Gold Closes Second Tranche of Non-Flow-Through Financing
31 Mai 2023 - 11:47PM
P2 Gold Inc. (“P2” or the “Company”) (TSX-V:PGLD)
(OTCQB:PGLDF) reports that it has closed the second tranche (the
“Second Tranche”) of its non-brokered private placement of
non-flow-through units (the “Units”) at $0.27 per Unit, for gross
proceeds of up to approximately $1.5 million (the “Offering”),
previously announced on April 5, 2023 and May 4, 2023. The Second
Tranche consisted of 785,632 Units for gross proceeds of
approximately $212,000.
Each Unit consists of one non-flow-through
common share in the capital of the Company and one non-flow-through
common share purchase warrant (a “Warrant”). Each Warrant entitles
the holder to purchase one additional non-flow-through common share
in the capital of the Company at an exercise price of $0.40 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 $0.80 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 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 proceeds of the Offering will be used to
fund exploration and engineering expenditures and for general
corporate purposes.
All securities issued pursuant to the Second
Tranche are subject to a four-month hold period expiring on October
1, 2023. The securities offered pursuant to the Offering have not
been and will not be registered under the United States Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of such Act.
Insiders of the Company subscribed for 92,593
Units of the Second Tranche. 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 relied on exemptions from the
formal valuation and minority shareholder approval requirements
provided under sections 5.5(a) and 5.7(1)(a) of Multilateral
Instrument 61-101 on the basis that the participation in the
Offering by the insiders did not exceed 25% of the fair market
value of the company’s market capitalization.
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.
For further information, please contact:
Joseph Ovsenek President & CEO(778) 731-1055P2 Gold Inc.Suite
1100, 355 Burrard StreetVancouver, BCV6C 2G8info@p2gold.com(SEDAR
filings: P2 Gold Inc.) |
Michelle RomeroExecutive Vice President(778) 731-1060 |
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 and the use of
proceeds from 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 Company will be able to use
the proceeds from the Offering as anticipated, 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, the inability to use the proceeds from the
Offering as expected 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 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.
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