Mr. Joseph Ovsenek reports

P2 GOLD ANNOUNCES CONVERTIBLE DEBENTURE INTEREST PAYMENT AND CONVERSION PRICE INCREASE

Under the terms of the convertible debentures issued on March 4, 2024, and March 14, 2024 (see news releases dated March 5, 2024, and March 14, 2024): (a) P2 Gold Inc. has elected to satisfy its obligation to pay accrued interest in shares of the company; and (b) the conversion price will increase to 10 cents per share from seven cents per share on Feb. 1, 2025.

Convertible debenture interest payment

At Dec. 31, 2024, convertible debentures having an aggregate value of $1,374,500 were outstanding (convertible debentures having an aggregate value of $290,500 were converted into shares of the company prior to Dec. 31, 2024). The company has elected to pay an aggregate of $51,967.42 in interest accrued on the $1,374,500 of convertible debentures by issuing to such debentureholders for the interest payment due Dec. 31, 2024, an aggregate of 822,467 common shares of the company.

The company will pay to each such debentureholder approximately 598.38 common shares per $1,000 principal amount of convertible debentures held as at the applicable interest payment record date. Under the terms of the convertible debentures, no fractional common shares will be delivered upon payment of the interest obligation. The issuance of common shares in payment of interest remains subject to the approval of the TSX Venture Exchange. The common shares to be issued in respect of the interest payment will be subject to a hold period of four months from the date of issuance.

A director and officer of the company is a holder of convertible debentures. As a result, the interest payment is considered to be a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The interest payment in respect of this individual is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt nor the fair market value of the shares to be issued in settlement of the debt exceeds 25 per cent of P2's market capitalization.

Increase in conversion price of convertible debentures

Under the terms of the convertible debentures, a holder may elect to convert the outstanding net principal amount, or any portion thereof, into shares of the company 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.

About P2 Gold Inc.

P2 Gold is a mineral exploration and development company focused on advancing its Gabbs gold-copper project on the Walker Lane trend in Nevada. A positive preliminary economic assessment has outlined a long-life, mid-size mine at Gabbs with annual average production of 104,000 ounces gold and 13,500 tonnes copper over a 14.2-year mine life.

We seek Safe Harbor.