VANCOUVER, BC, January 7, 2025 – P2 Gold Inc. (“P2” or the “Company”) (TSX-V: PGLD) (OTCQB: PGLDF) announces that, according to the terms of its convertible debentures (the “Convertible Debentures”) issued on March 4, 2024 and March 14, 2024 (see news releases dated March 5, 2024 and March 14, 2024), it has chosen to pay accrued interest with company shares and will raise the conversion price to $0.10 per share from $0.07 per share on February 1, 2025.

Convertible Debenture Interest Payment

As of December 31, 2024, outstanding Convertible Debentures totaled $1,374,500 ($290,500 worth were converted to company shares before December 31, 2024). The Company will pay the $51,967.42 in accrued interest on the $1,374,500 of Convertible Debentures by issuing 822,467 common shares (the “Interest Payment”) to debenture holders.

Debenture holders will receive approximately 598.38 common shares per $1,000 principal amount. No fractional shares will be issued. This share issuance for interest payment is pending TSX Venture Exchange approval and will be subject to a four-month hold period.

A company director and officer holds Convertible Debentures. This Interest Payment is considered a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). It’s exempt from minority approval and formal valuation requirements of MI 61-101 because the fair market value of neither the debt nor the shares to be issued is over 25% of P2’s market capitalization.

Increase in Conversion Price of Convertible Debentures

Holders can convert outstanding principal, or any portion, into company shares at a $0.07 per share conversion price until January 31, 2025, and at $0.10 per share from February 1, 2025 to January 31, 2026.

About P2 Gold Inc.

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

Neither the Exchange nor its Regulation Services Provider (as defined in the Exchange’s policies) accepts responsibility for this release’s accuracy.

Forward Looking Information

This press release includes “forward-looking information” under applicable securities laws. This includes statements using terms like “may”, “will”, “expect”, “anticipate”, “believe”, “continue”, “potential”, or their negatives, or similar terms. Such information includes, but is not limited to, the Company’s exploration and development project expectations, strategies, and plans.

Forward-looking information isn’t a guarantee and is based on management’s estimates and assumptions. It involves known and unknown risks, uncertainties, and other factors that could significantly change the Company’s actual plans, intentions, activities, results, performance, or achievements from what’s expressed or implied. See the “Risk Factors” in the Company’s annual information form for the year ended December 31, 2023, dated March 21, 2024, filed on SEDAR at for details on these risks.

The Company makes no guarantee that forward-looking information will be accurate, as actual results may differ materially. Investors shouldn’t over-rely on forward-looking information.

Except as legally required, the Company won’t publicly update forward-looking information in this release to reflect events after today’s date.

SOURCE P2 Gold Inc.