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P2 Gold Announces Convertible Debenture Interest Payment and Conversion Price Increase

MWN-AI** Summary

P2 Gold Inc., a mineral exploration company focusing on its Gabbs Project in Nevada, has announced changes regarding its convertible debentures. As of January 7, 2025, the company indicated that it will satisfy its accrued interest obligations on these debentures by issuing shares instead of cash, amounting to approximately $51,967.42. This equates to the issuance of 822,467 common shares to debenture holders, translating to roughly 598.38 shares for each $1,000 of debenture principal held as of the interest payment record date.

The convertible debentures, valued at $1,374,500, were originally issued on March 4 and March 14, 2024, with some funds already converted into shares prior to year-end. The conversion price for these debentures will increase to $0.10 per share from the previous $0.07 starting February 1, 2025, lasting until January 31, 2026. This adjustment means that holders will need to consider the new price when opting to convert their holdings into shares.

The issuance of shares for the interest payment is pending approval from the TSX Venture Exchange and includes a four-month hold period post-issuance. Additionally, it was noted that one of the company's directors holds convertible debentures, classifying this interest payment as a "related party transaction." However, this payment is exempt from certain minority approval requirements due to its limited impact on the company's market capitalization.

Overall, these developments reflect P2 Gold's ongoing strategic maneuvers to manage its financial obligations while continuing to advance its exploration and development initiatives in the mining sector.

MWN-AI** Analysis

P2 Gold Inc. (TSX-V: PGLD) recently made headlines with the announcement of a deferred interest payment on its convertible debentures, opting to pay accrued interest in common shares. This decision, alongside the impending increase in the conversion price of these debentures from $0.07 to $0.10 per share, represents critical movements for the company and its investors.

The decision to issue shares instead of cash to satisfy approximately $51,967.42 in interest payments indicates P2’s potential liquidity constraints, possibly signaling a focus on preserving cash for operational purposes. While this may initially raise concerns regarding financial health, it also underscores management's confidence in the company’s intrinsic value and long-term prospects, particularly with the Gabbs Project—a promising gold-copper asset in Nevada.

Moreover, the conversion price increase can be interpreted as a strategic maneuver. A higher conversion price generally indicates management's optimism about future valuations—it suggests that they expect the stock price to rise, validating their operational strategies. Investors should monitor the market closely for reactions to this price adjustment, especially considering that current holders of convertible debentures will need to make decisions before the new price takes effect on February 1, 2025.

From a trading perspective, the temporary increase in share issuance could pressure stock prices short-term, particularly given that a hold period will apply. However, the underlying fundamentals tied to the Gabbs Project could unlock long-term value.

Investors may want to consider this moment a buying opportunity if they believe in the long-term viability of P2’s assets. With projections of robust production from the Gabbs Project, strategic investments could yield benefits for those willing to navigate potential short-term volatility. Always assess personal risk tolerance and market conditions before making investment decisions.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Canada Newswire

Canada NewsWire

VANCOUVER, BC , Jan. 7, 2025 /CNW/ - P2 Gold Inc. ("P2" or the "Company") (TSX-V: PGLD) (OTCQB: PGLDF) reports that under the terms of the 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 ), (a) it has elected to satisfy its obligation to pay accrued interest in shares of the Company and (b) the conversion price will increase to $0.10 per share from $0.07 per share on February 1, 2025 .

Convertible Debenture Interest Payment

At December 31, 2024 , Convertible Debentures having an aggregate value of $1,374,500 were outstanding (Convertible Debentures having an aggregate value of $290,500 were converted into shares of the Company prior to December 31 , 2024).  The Company has elected to pay an aggregate of $51,967.42 in interest accrued on the $1,374,500 of Convertible Debentures by issuing to such debenture holders for the interest payment (the "Interest Payment") due December 31, 2024 an aggregate of 822,467 common shares of the Company.

The Company will pay to each such debenture holder approximately 598.38 common shares per $1,000 principal amount of Convertible Debentures held as at the applicable interest payment record date. Under the terms of the Convertible Debentures, no fractional common shares will be delivered upon payment of the interest obligation.  The issuance of common shares in payment of interest remains subject to the approval of the TSX Venture Exchange (the "Exchange"). The common shares to be issued in respect of the Interest Payment will be subject to a hold period of four months from the date of issuance.

A director and officer of the Company is a holder of Convertible Debentures.  As a result, the Interest Payment is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").  The Interest Payment in respect of this individual is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the debt, nor the fair market value of the shares to be issued in settlement of the debt, exceeds 25% of P2's market capitalization.

Increase in Conversion Price of Convertible Debentures

Under the terms of the Convertible Debentures, a holder may elect to convert the outstanding net principal amount, or any portion thereof, into shares of the Company at a conversion price of $0.07 per share up to January 31, 2025 and $0.10 per Share from February 1, 2025 up 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 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.

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 its exploration and development projects.

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.  See "Risk Factors" in the Company's annual information form for the year ended December 31, 2023 , dated March 21, 2024 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.

SOURCE P2 Gold Inc.

View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2025/07/c3546.html

FAQ**

How will the increase in the conversion price from $0.07 to $0.affect the attractiveness of the Convertible Debentures for current and potential investors in P2 Gold Inc. PGLD:CC?

The increase in the conversion price from $0.07 to $0.10 may decrease the attractiveness of P2 Gold Inc.'s Convertible Debentures for investors, as it offers less potential upside in equity ownership if the company’s stock performs well.

What are the implications of P2 Gold Inc. PGLD:CC issuing shares to pay interest on Convertible Debentures for existing shareholders and their equity dilution?

The issuance of shares by P2 Gold Inc. to pay interest on Convertible Debentures may lead to equity dilution for existing shareholders, potentially reducing their ownership percentage and share value while providing necessary liquidity for the company.

Can P2 Gold Inc. PGLD:CC provide insights on the decision-making process behind opting to pay interest in shares versus cash, particularly in the context of its financial strategy?

P2 Gold Inc. may choose to pay interest in shares instead of cash to conserve liquidity, strengthen shareholder equity, and align investor interests while leveraging potential future growth in share value as part of its overall financial strategy.

What measures is P2 Gold Inc. PGLD:CC taking to mitigate potential risks associated with the related party transaction involving Convertible Debentures held by a director and officer?

P2 Gold Inc. is implementing measures such as conducting independent assessments and ensuring transparency to mitigate potential risks associated with the related party transaction involving Convertible Debentures held by a director and officer.

**MWN-AI FAQ is based on asking OpenAI questions about P2 Gold Inc. (OTC: PGLDF).

P2 Gold Inc.

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