P2 Gold Inc. — Board/Management Information 2021

Jan 28, 2021

Form 51-102F3 Material Change Report

Item	1	Name and Address of Company
		P2 Gold Inc. (the “Company”)
		1100 - 355 Burrard Street
		Vancouver, BC V6E 0C3
Item	2	Date of Material Change
		January 27, 2021
Item	3	News Release
		A news release (the “News Release”) announcing the material change was issued on
		January 28, 2021 through Globe Newswire. The new release was filed on SEDAR at
		www.sedar.com.
Item	4	Summary of Material Change
		On January 28, 2021, the Company announced the appointment of Michelle Romero to its
		Board of Directors and as Executive Vice President and the appointment of Ken
		McNaughton as Chief Exploration Officer. The Company also announced the grant of
		stock options to an officer and certain consultants of the Company.

Item 5.1 Full Description of Material Change

On January 28, 2021, the Company announced the appointment of Michelle Romero to its Board of Directors and as Executive Vice President and the appointment of Ken McNaughton as Chief Exploration Officer.

The Company also reported that, pursuant to its Stock Option Plan, it has granted stock options to an officer and certain consultants of the Company to purchase an aggregate of 175,000 common shares in the capital of the Company at an exercise price of $0.52 per share which expire on January 27, 2023. Following this stock option grant, the Company has a total of 2,834,999 stock options outstanding representing approximately 9.6% of the outstanding common shares of the Company. This stock option grant is subject to acceptance by the TSX Venture Exchange.

Item	5.2	Disclosure for Restructuring Transactions
		Not applicable.
Item	6	Reliance on subsection 7.1(2) of National Instrument 51-102
		Not applicable.
Item	7	Omitted Information
		No omitted information.

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Item 8 Executive Officer

Joseph Ovsenek President & CEO Telephone: (604) 765-3424

Item 9 Date of Report January 28, 2021

Forward Looking Information

This material change repot 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 forwardlooking information includes, without limitation, information with respect to the Company’s expectations, strategies and plans for the Silver Reef Property, BAM Property, Todd Creek Property, Stockade Property and Lost Cabin 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. See “Risk Factors” in the Company’s annual information form dated October 21, 2020 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 forwardlooking information contained in this press release to reflect events or circumstances after the date hereof.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.