Mr. Joseph Ovsenek reports

P2 GOLD CLOSES SECOND TRANCHE OF CONVERTIBLE DEBENTURE UNIT OFFERING

P2 Gold Inc. has closed the second tranche of the non-brokered private placement of convertible debenture units at $1,000 per unit for gross proceeds of $1,665,000, previously announced on Feb. 13, 2024, and March 5, 2024. The second tranche consisted of 303 units for gross proceeds of $303,000.

Each unit consists of one convertible debenture with a principal amount of $1,000 and 12,500 share purchase warrants.

The convertible debentures will bear interest at a rate of 7.5 per cent, payable semi-annually on the last day of June and December of each year, commencing on June 30, 2024. Interest will be paid in common shares in the capital of the company based on the greater of the market price (as defined in the policies of the TSX Venture Exchange) and the 15-day volume-weighted average price of the shares on the exchange or cash, at the company's election, subject to exchange approval. The convertible debentures will have approximately a two-year term, with the principal amount being due to be repaid in full by the company on Jan. 31, 2026. At any time during the term, the company will have the option to extend the term by up to one additional year on payment of an extension fee to the holders of the convertible debentures in the amount of six months interest payable in shares based on the greater of the market price and the 15-day VWAP or cash, at the company's election, subject to exchange approval. The convertible debentures are unsecured.

Under the terms of the offering, at any time during the term, a holder may elect to convert the outstanding net principal amount, or any portion thereof, into shares at a conversion price of seven cents per share up to Jan. 31, 2025, and 10 cents per share from Feb. 1, 2025, up to Jan. 31, 2026. In the event the company announces a business combination and the 15-day VWAP of the shares on the exchange is greater than seven cents, the company will have the right to require the holders to convert the outstanding net principal amount into shares at the conversion price by giving notice to the holders by news release or other form of notice permitted by the convertible debentures that the convertible debentures will convert on the closing of the business combination.

Each warrant shall entitle the holder thereof to acquire one share at an exercise price of 15 cents, for a period of 24 months, provided that, if, after the later of four months from the date of issue and conversion, the closing price of the shares on the exchange is equal to or greater than 30 cents 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 fewer than 15 days from the date notice is given.

The majority of the proceeds of the offering will be used to finance obligations under the termination agreement. The securities issued pursuant to the second tranche are subject to a four-month hold period expiring on July 14, 2024. In connection with the second tranche, the company paid finders' fees of an aggregate of $11,400 and issued an aggregate of 171,375 warrants to an arm's-length finder, representing 6 per cent of the proceeds raised from subscriptions by, and 6 per cent of the units issued to, certain placees.

Insiders of the company subscribed for 85 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 private placement by the insiders did not exceed 25 per cent of the fair market value of the company's market capitalization.

About P2 Gold Inc.

P2 Gold is a mineral exploration and development company focused on advancing precious metal and copper discoveries and acquisitions in the western United States and British Columbia.

We seek Safe Harbor.