P2 Gold Upsizes and Closes First Tranche of Financings - Seite 2

The gross proceeds of the FT Offering will be used to fund exploration expenditures on the BAM Project and other Canadian Exploration Expenses that will qualify as “flow-through critical mineral mining expenditures” as defined in subsection 127(9) of the Income Tax Act (Canada), and “BC flow-through mining expenditures”, as defined in the Income Tax Act (British Columbia).

Non-Flow-Through Offering

The NFT Offering will now consist of up to 6 million NFT Units at a price of $0.27 per NFT Unit for gross proceeds of up to approximately $1.5 million.

Each NFT Unit will consist of one non-flow-through common share in the capital of the Company and one non-flow-through common share purchase warrant (a “NFT Warrant”). Each NFT Warrant will entitle 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 “NFT 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 Exchange is equal to or greater than $0.80 for a period of 10 consecutive trading days at any time prior to the NFT Expiry Time, the Company will have the right to accelerate the NFT Expiry Time by giving notice to the holders of the NFT Warrants by news release or other form of notice permitted by the certificate representing the NFT Warrants that the NFT 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 NFT Offering will be used to fund exploration and engineering expenditures and for general corporate purposes.

Private Placement

All securities issued pursuant to the First Tranche will be subject to a four-month hold period expiring on September 5, 2023. In connection with the First Tranche, the Company paid finder’s fees of an aggregate of $81,602 and issued an aggregate of 262,507 warrants to arm’s length finders, representing 6% of the proceeds raised from subscriptions by, and 6% of the Units issued to, certain placees. The securities offered pursuant to the Private Placement 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.