P2 Gold Inc. announced a non-brokered private placement to issue up to 1,700 units at a price of CAD 1,000 per unit for the gross proceeds of CAD 1,700,000 on February 13, 2024. Each unit will consist of one convertible debenture with a principal amount of CAD 1,000 and 12,500 share purchase warrants. Each warrant shall entitle the holder thereof to acquire one share at an exercise price of CAD 0.15, 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 CAD 0.30 for a period of 10 consecutive trading days at any time prior to the Expiry Time. The convertible debentures will bear interest at a rate of 7.5%, payable semi-annually on the last day of June and December of each year, commencing on June 30, 2024. Interest will be paid in shares based on 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 January 31, 2026. The offering will close on completion of documentation and is conditional upon receipt of all necessary regulatory approvals, including the approval of the Exchange. In connection with the Offering, the Company may pay finders' fees as permitted by the policies of the Exchange. All securities issued pursuant to the Offering and underlying securities will be subject to a four-month hold period. The Convertible Debentures are unsecured. 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 CAD 0.08 per Share up to January 31, 2025 and CAD 0.10 per Share from February 1, 2025 up to January 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 CAD 0.08, the Company will have the right to require the Holders to convert the outstanding net principal amount into Units 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. All securities issued pursuant to the Offering and underlying securities will be subject to a four-month hold period.

On March 1, 2024, the company announced it has changed conversion price from CAD 0.08 per share to CAD 0.07 up to January 31, 2025 and CAD 0.10 per Share from February 1, 2025 up to January 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 CAD 0.07, the Company will have the right to require the Holders to convert the outstanding net principal amount into Units 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.