P2 Gold Inc. Amends Silver Reef Agreement

VANCOUVER, June 27, 2022 - P2 Gold Inc. (“P2” or the “Company”) (TSX-V:PGLD) reports that, subject to regulatory approval, it has entered into an agreement (the “Amending Agreement”) amending the terms of the option agreement (the “Option Agreement”) dated June 10, 2020 pursuant to which the Company can acquire up to a 100% interest in the Silver Reef Property located in northwest British Columbia.

Under the terms of the Option Agreement, the Company initially has the right to acquire up to a 70% interest in the Silver Reef Property by paying to the vendor over a three-year option period $750,000 and issuing 1.2 million common shares in its capital (“Common Shares”) as follows: $50,000 (paid) and 200,000 Common Shares (issued) on the signing of the Option Agreement; $200,000 (paid) and 200,000 Common Shares (issued) on the first anniversary of the Option Agreement; and $500,000 and 800,000 Common Shares on the second anniversary of the Option Agreement. The Company is also required to incur exploration expenditures of $250,000 (incurred) before the first anniversary of the Option Agreement, $750,000 (incurred) of cumulative exploration expenditures by the second anniversary of the Option Agreement and $2 million of cumulative exploration expenditures by the third anniversary of the Option Agreement.

Under the terms of the Amending Agreement, in place of paying the vendor $500,000 and 800,000 Common Shares on the second anniversary of the Option Agreement, the Company will now pay the vendor: $175,000 (in cash or Common Shares valued at $0.50 per share) and 300,000 Common Shares following TSX Venture Exchange (the “Exchange”) acceptance for filing of the Amending Agreement; $175,000 (in cash or Common Shares valued at the greater of the closing price of the Common Shares on the Exchange on June 9, 2023 and the Discounted Market Price, as defined in Exchange Policy 1.1) and 300,000 Common Shares on June 12, 2023; and $200,000 (in cash or Common Shares valued at the greater of the closing price of the Common Shares on the Exchange on June 7, 2024 and the Discounted Market Price) and 200,000 Common Shares on June 10, 2024. In addition, the Company has until September 30, 2024 to incur any remaining exploration expenditures at Silver Reef.

Following exercise of the option and earning a 70% interest in the Silver Reef Property, the Company has the right for a period of 120 days to acquire the remaining 30% interest in Silver Reef, for a 100% total interest, on payment of $7.5 million of which up to $4 million may be paid in Common Shares at its election. If the Company elects to not purchase the remaining 30% interest, the Company and the vendor shall form a joint venture, with the Company appointed the operator. During the first three years of the joint venture, the Company will fund the vendor’s participating interest in the joint venture. If the vendor fails to sell its interest in the joint venture during such three-year period, the vendor’s interest will convert to a 3% net smelter returns royalty, provided that the Company will have the opportunity to purchase the vendor’s interest prior to such conversion for $7.5 million.


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:

P2 Gold Inc.
Joseph Ovsenek, President & CEO
(778) 731-1055

P2 Gold Inc.
Suite 1100, 355 Burrard Street
Vancouver, BC V6C 2G8
info@p2gold.com
(SEDAR filings: P2 Gold Inc.)

Michelle Romero, Executive 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 the Silver Reef Property including the Company’s planned expenditures and exploration activities.

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. 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, 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 31, 2022 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.