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vancouver british columbia, March 1, 2024 /CNW/ – P2 Gold Co., Ltd. (“P2” or the “Company”) (TSXV: PGLD) (OTCQB: PGLDF) is pleased to report that, subject to the approval of the TSX Venture Exchange (the “Exchange”), it has revised its previously announced terms ( (See news release) February 13, 2024) Non-brokered private placement of convertible debt units (“Units”) for up to $1.7 million (“Offerings”).
The Company intends to issue at prices up to 1,700 units. 1,000 Canadian dollars per unit. Each Unit consists of one (1) convertible note (a “Convertible Note”) in principal amount. $1,000 and 12,500 common stock purchase warrants (“Warrants”).
Under the revised Offering Terms, holders may elect at any time during the Term to convert their outstanding net principal amount, or any portion thereof, into common shares of our capital (“Shares”) at the Conversion Price.of ¥0.07 per share (previously ¥0.08 per share) maximum January 31, 2025 and $0.10 From per share February 1, 2025 to January 31, 2026 (“Conversion Price”). If the Company announces a business combination and the 15-day VWAP of the stock on the exchange is: $0.07, the Company will, by giving notice to the Holders in a news release or other form of notice permitted by the Convertible Notes to which the Convertible Notes convert, convert the unpaid net principal amount into Units at the Conversion Price. You have the right to request that we do so. Completion of Business Combination.
The convertible notes bear interest of 7.5%, payable semi-annually on the last day of June and the last day of December of each year. June 30, 2024. Interest will be paid in shares based on the market price (as defined in the Exchange's policies) and the 15-day volume-weighted average price (“VWAP”) of the Exchange's shares or cash, at our election. will be paid. , requires Exchange approval. The term of the Convertible Notes is approximately two years (the “Term”) and the principal amount is expected to be repaid in full by the Company. January 31, 2026 (“Maturity Date”). At any time during the Term, the Company may extend the Term by up to an additional year by paying an extension fee equal to six months' interest payable to the holder of the Convertible Notes (the “Holder”) . Subject to exchange approval, acquire shares at the time of company selection based on market price and his 15-day VWAP or cash, whichever is greater. Convertible bonds are unsecured.
Each warrant entitles its holder to acquire one share at an exercise price of one share. $0.15for a period of 24 months (the “Expiration Date”), from the later of the Issue Date and the Conversion Date, if the closing price of the Shares on the Exchange is: $0.30 At any time prior to the Expiration Date and during a period of ten (10) consecutive business days, the Company will notify the holders of the Stock Acquisition Rights by means of a news release or other form of notice permitted by the Certificate. reserves the right to expedite.Warrants Expiring Warrants 4:30pm (Vancouver At least 15 days after the date of notification.
A majority of the proceeds from the offering will be used to finance obligations under the Termination Agreement (as defined in the Company's news release) February 13th, 2024). This offering will close upon completion of documentation and is subject to receipt of all necessary regulatory approvals, including exchange approvals.
This offering is open to accredited investors in all states. Canada Comply with applicable securities laws. In connection with the Offering, we may pay a finder's fee as permitted by the exchange's policies. All securities issued and underlying securities issued pursuant to the Offering are subject to a four-month hold period.
The securities being offered in this offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold. .in US or for or for the benefit of America Any person who has not registered or has not exercised an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. USAdditionally, these securities may not be sold in any jurisdiction in which such offer, solicitation or sale would be unlawful.
We expect insiders to take over the 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 has received a formal evaluation and minority interest as set forth in Sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 because insider participation in the offering does not exceed 25 persons. will rely on exemptions from approval requirements. % of fair market value of company's market capitalization. Reports of material changes related to the offering will be submitted at least 21 days prior to the closing of the offering. This short period is reasonable and necessary in the circumstances where we wish to complete the offering in a timely manner.
About P2 Gold Co., Ltd.
P2 is a mineral exploration and development company focused on advancing the discovery and acquisition of precious metals and copper in the West. America and british columbia.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the Exchange's policies) 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 and is intended to be subject to the safe harbors provided by those laws. “Forward-looking information” includes words such as “may,” “will,” “anticipate,” “anticipate,” “believe,” “continue,” “could,” or This includes statements using forward-looking terminology, including the negative of these terms and other variations. that term or an equivalent term. Such forward-looking information includes information regarding the Company's expectations, strategy and plans for the exploration property, including the Company's planned expenditures and exploration activities at the Gabus Project, and information regarding the importance of resolving insolvency; but not limited to. Gabbs' development, completion of the Offering, approval of the exchange of the Offering and Termination Agreement, and use of proceeds from the Offering.
Forward-looking information is not a guarantee of future performance and is not a guarantee of future performance, including, but not limited to, whether the Company will be able to use the proceeds from the offering as expected. Based on estimates and assumptions. , the Company's receipt of exchange approval for the Offering and Termination Agreement, resolution of outstanding debt that will enable the Company to optimize mine development at Gabbs, and other assumptions disclosed in this news release. In addition, such forward-looking information may include, but is not limited to, any future plans, intentions, activities, results or performance expressed or implied by such forward-looking information. , outcomes (including, without limitation, the inability to use the proceeds from the offering as expected and the Company's failure to receive Exchange approval for the Termination Agreement or the Offering), the liquidation of outstanding debt, and the risks associated with mineral exploration, including the risk that actual results or the timing of exploration and development may differ from management's expectations; See “Risk Factors” in the Company's dated Annual Information Form. March 16, 2023 These risks have been filed on SEDAR+ (www.sedarplus.ca).
The Company cautions that there can be no assurance that forward-looking information will prove to be accurate, as actual results and future events may 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 undertakes no obligation to publicly release any revisions to the forward-looking information contained in this press release to reflect events or circumstances after the date of this press release.
Source P2 Gold Co., Ltd.
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