Mr. Joseph Ovsenek reports

P2 GOLD UPSIZES FINANCING

P2 Gold Inc. intends to increase the size of its non-brokered private placement, previously announced on Sept. 3, 2025, to 55 million units (from 30 million units) at a price of 20 cents per unit for gross proceeds of up to $11-million. The units to be issued under the offering will be offered to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions.

Each unit will consist of one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share in the capital of the company at an exercise price of 30 cents per common share for a period of two years after the date of issue, provided that the warrants shall not be exercisable for a period of 60 days after the date of issue. The company has removed the acceleration provision from the warrant terms.

The offering will close on completion of documentation and is conditional upon receipt of all necessary regulatory approvals, including the approval of the exchange. The proceeds of the offering will be used to finance exploration and development expenditures at the Gabbs project in Nevada and for general corporate purposes.

In connection with the offering, the company may pay finders' fees as permitted by the policies of the exchange. Subject to the rules and policies of the exchange, the securities issuable from the sale of units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants that participate in the offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the exchange.

There is an offering document related to the listed issuer financing exemption that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

The company anticipates that insiders may subscribe for units. 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 intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that the participation in the offering by the insiders will not exceed 25 per cent of the fair market value of the company's market capitalization. A material change report in connection with the offering will be filed less than 21 days before the closing of the offering. This shorter period is reasonable and necessary in the circumstances as the company wishes to complete the Offering in a timely manner.

About P2 Gold Inc.

P2 Gold is a mineral exploration and development company focused on advancing its gold-copper Gabbs 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. The Gabbs project has excellent infrastructure with access via paved Highway 361, and power and water on site. Additional metallurgical testing is under way, and a water permit is expected in the third quarter of this year. All zones on the property remain open and additional exploration targets, near surface and at depth, are drill ready.

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