P2 Gold Inc. - Capital/Financing Update 2021

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in British Columbia, Alberta and Ontario but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This preliminary short form prospectus is a base shelf prospectus. This preliminary short form base shelf prospectus has been filed under legislation in British Columbia, Alberta and Ontario that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities, and it is an offence to claim otherwise. This preliminary short form prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell such securities. These securities 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 state securities laws. Accordingly, the securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act), unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the benefit of, U.S. persons. Refer to the “Plan of Distribution” section of this Prospectus.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request, without charge, from the Corporate Secretary of P2 Gold Inc. at Suite 1100, 355 Burrard Street, Vancouver, British Columbia, V6C 2G8, telephone 778-731-1062 and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE AND SECONDARY OFFERING

October 15, 2021

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P2 GOLD INC. $50,000,000 Common Shares Debt Securities Warrants Subscription Receipts Units Share Purchase Contracts

P2 Gold Inc. (the “ Company ” or “ P2 Gold ”) may offer and sell, from time to time (the “ Offerings ”), common shares of the Company (“ Common Shares ”), debt securities (“ Debt Securities ”), warrants (“ Warrants ”) to purchase Common Shares or Debt Securities, subscription receipts (“ Subscription Receipts ”), units comprised of one or more of any of the securities that are described herein (“ Units ”), share purchase contracts obligating holders to purchase a specified number of Common Shares at a future date or dates, or similar contracts which may be issued on a prepaid basis (in each case, “ Share Purchase Contracts ”) or any combination of such securities (all of the foregoing collectively, the “ Securities ”) up to an aggregate initial offering price of $50,000,000 (or the equivalent thereof, at the date of issue, in any other currency or currencies, as the case may be) at any time during the 25-month period that this short form base shelf prospectus (including any amendments hereto) (the “ Prospectus ”) remains effective. Securities may be offered hereby separately or together, in separate series, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a “ Prospectus Supplement ”). In addition, Securities may be offered and issued in consideration for the acquisition of other businesses, assets or securities by us or one of our subsidiaries. The consideration for any such acquisition may consist of any of the Securities separately, a combination of Securities or any combination of among other things, Securities, cash and assumption of liabilities. Waterton Precious Metals Fund II Cayman, LP (“ Waterton ” or the “ Selling Shareholder ”), the Company’s largest shareholder as of the date of this Prospectus, may also offer and sell Securities under this Prospectus. See " Selling Shareholder ".

All applicable information permitted under applicable laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in such jurisdictions. The Company and the Selling Shareholder may sell the Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through applicable statutory exemptions, or through agents designated by the Company from time to time. The Prospectus Supplement relating to a particular offering of Securities will identify the person offering the Securities (the Company and/or the Selling Shareholder), each underwriter, dealer or agent engaged in connection with the offering and sale of the Securities, as well as the method of distribution and the terms of the offering of such Securities, including the net proceeds to the Company and, to the extent applicable, any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution. Refer to the “Plan of Distribution” section of this Prospectus.

The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers is less than the gross proceeds paid by the underwriter, dealer or agent to P2 Gold. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with any offering of Securities, other than an “at-the-market distribution” (as defined under applicable Canadian securities legislation), unless otherwise specified in a Prospectus Supplement, the underwriters, dealers or agents, as the case may be, may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ over-allocation position acquires those securities under this Prospectus and the Prospectus Supplement relating to the particular offering of Securities, regardless of whether the over-allocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. Refer to the “Plan of Distribution” section of this Prospectus. No underwriter or dealer involved in an “at-the-market distribution” under this Prospectus, no affiliate of such an underwriter or dealer and no person or company acting jointly or in concert with such underwriter or dealer will over-allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

The Company’s outstanding Common Shares are listed and posted for trading on the TSX Venture Exchange (the “ TSXV ”) under the symbol “PGLD”. On October 14, 2021, the last trading day of the Common Shares prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was $0.38. Unless otherwise specified in the applicable Prospectus Supplement, the Debt Securities, the Warrants, the Subscription Receipts, the Units and the Share Purchase Contracts will not be listed on any securities exchange. There is no market through which the Securities, other than the Common Shares, may be sold and purchasers may not be able to resell these Securities purchased under this Prospectus. This may affect the pricing of these Securities in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities, and the extent of issuer regulation. Refer to the “Risk Factors” section of this Prospectus.

Prospective investors should be aware that the acquisition of the Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, contained in the applicable Prospectus Supplement with respect to a particular Offering and consult their own tax advisors with respect to their own particular circumstances.

Investing in the Securities involves significant risks. Under securities laws in certain jurisdictions, the statutory remedies of rescission or damages where this Prospectus contains a misrepresentation are not available against Waterton, as selling shareholder. The commencement of actions and enforcement of remedies against Waterton may also be subject to limitations. Prospective investors should carefully consider the risk factors described under the heading “Risk Factors” in this Prospectus, in the applicable Prospectus Supplement with respect to a particular Offering and in the documents incorporated by reference herein and therein.

No underwriter has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus.

This Prospectus does not qualify for issuance debt securities in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests, including, for example, an equity or debt security, or a statistical measure of economic or financial performance (including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items). For greater certainty, this Prospectus may qualify for issuance debt securities, including Debt Securities convertible into other Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates such as CDOR (the Canadian Dollar Offered Rate), LIBOR (the London Interbank Offered Rate), EURIBOR (the Euro Interbank Offered Rate) or a U.S. federal funds rate.

The Company’s head office is located at Suite 1100, 355 Burrard Street, Vancouver, British Columbia, V6C 2G8. Its registered and records office is located at Suite 1100, 355 Burrard Street, Vancouver, British Columbia, V6C 2G8.

Page NEW ISSUE AND SECONDARY OFFERING October 15, 2021 1 $50,000,000 1 Common Shares 1 Debt Securities 1 Warrants Subscription Receipts Units 1 Share Purchase Contracts 1 Prospective investors should be aware that the acquisition of the Securities may have tax consequences that may not be fully described in this Prospectus or in any Prospectus Supplement, and should carefully review the tax discussion, if any, contained in the applicable Prospectus Supplement with respect to a particular Offering and consult their own tax advisors with respect to their own particular circumstances. 2 Investing in the Securities involves significant risks. Under securities laws in certain jurisdictions, the statutory remedies of rescission or damages where this Prospectus contains a misrepresentation are not available against Waterton, as selling shareholder. The commencement of actions and enforcement of remedies against Waterton may also be subject to limitations. Prospective investors should carefully consider the risk factors described under the heading “Risk Factors” in this Prospectus, in the applicable Prospectus Supplement with respect to a particular Offering and in the documents incorporated by reference herein and therein. 3 No underwriter has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus. 3 4

Page

You should rely only on the information contained in or incorporated by reference in this Prospectus and any applicable Prospectus Supplement in connection with an investment in the Securities. We have not authorized anyone to provide you with different information. We are not making an offer of the Securities in any jurisdiction where such offer is not permitted. You should assume that the information appearing in this Prospectus or any Prospectus Supplement is accurate only as of the date on the front of those documents and that information contained in any document incorporated by reference herein or therein is accurate only as of the date of that document unless specified otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. 6 CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION 6 CAUTIONARY NOTE TO UNITED STATES INVESTORS 7 DOCUMENTS INCORPORATED BY REFERENCE 8

CAUTIONARY NOTE TO UNITED STATES INVESTORS

DOCUMENTS INCORPORATED BY REFERENCE

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded. 10 BUSINESS OF THE COMPANY 10

BUSINESS OF THE COMPANY

Further details concerning the Company, including information with respect to the Company’s assets, operations and history, are provided in the AIF and other documents incorporated by reference into this Prospectus. Readers are encouraged to thoroughly review these documents as they contain important

information about the Company.	11
RISK FACTORS	12
USE OF PROCEEDS	24
EARNINGS COVERAGE RATIO	24
CONSOLIDATED CAPITALIZATION	24
SELLING SHAREHOLDER	24
PLAN OF DISTRIBUTION	25
Unless otherwise specified in a Prospectus Supplement, there is no market through which the
Company’s Warrants, Subscription Receipts, Debt Securities or Share Purchase Contracts may be sold,
and holders may not be able to resell any such Securities purchased under this Prospectus or any
Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the
Securities (excluding any Common Shares) will not be listed on any securities exchange. This may
affect the pricing of such Securities on the secondary market, the transparency and availability of
trading prices, the liquidity of the Securities, and the extent of issuer regulation. Refer to the “Risk
Factors” section of this Prospectus.	25
PRIOR SALES	26
PRICE RANGE AND TRADING VOLUME	26
DIVIDEND POLICY	26
DESCRIPTION OF COMMON SHARES	26
DESCRIPTION OF DEBT SECURITIES	26
DESCRIPTION OF WARRANTS	27
DESCRIPTION OF SUBSCRIPTION RECEIPTS	28
DESCRIPTION OF UNITS	29
DESCRIPTION OF SHARE PURCHASE CONTRACTS	29
DENOMINATIONS, REGISTRATION AND TRANSFER	30
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS	30
TRANSFER AGENT AND REGISTRAR	31
INDEPENDENT AUDITOR	31
EXPERTS	31
LEGAL MATTERS	31
PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND
RESCISSION	31
CERTIFICATE OF P2 GOLD INC.	33

In this Prospectus and any Prospectus Supplement, unless the context otherwise requires, the terms “we”, “our”, “us” and the “Company” refer to P2 Gold Inc. and our direct and indirect subsidiaries. References to dollars or “$” are to Canadian currency unless otherwise indicated.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus contains “forward-looking information” (within the meaning of applicable Canadian securities law, and also referred to herein as “forward-looking” statements) concerning P2 Gold’s plans at its mineral properties and other matters. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. Actual results could differ materially from the conclusions, forecasts and projections contained in such forward-looking information.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “is expected”, “anticipates”, “plans”, “projects”, “estimates”, “assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to materially differ from those reflected in the forward-looking statements, and are developed based on assumptions about such risks, uncertainties and other factors set out herein including, without limitation:

uncertainties regarding title relating to ownership and validity of mining claims;
governmental regulations, including environmental regulations;
the effects of the ongoing novel coronavirus (“ COVID-19 ”) pandemic;
the exploration, development and operation of a mine or mine property, including the potential for undisclosed liabilities on our mineral projects;
the fact that we are a relatively new company with no mineral properties in development or production and no history of revenue generation;
risks associated with the Company’s historical negative cash flow from operations;
our ability to obtain adequate financing for our planned exploration and development activities and to complete further exploration programs;
P2 Gold’s need to attract and retain qualified personnel;
uncertainties related to the competitiveness of the mining industry;
risks associated with changes to the legal and regulatory environment that effect exploration and development of precious metals mining properties where the Company holds its mineral projects;
uncertainties related to actual capital costs, operating costs and expenditures, production schedules and economic returns from P2 Gold’s mineral projects;
increased costs and restrictions on operations due to compliance with environmental laws and regulations;
uncertainties related to the availability of future financing;
uncertainties inherent in the estimation of mineral resources and metal recoveries;
uncertainties relating to the interpretation of drill results and the geology, grade and continuity of our mineral deposits;
risks associated with having adequate surface rights for operations;
risks associated with security and human rights;
environmental risks;
risks associated with the Company being subject to government regulation in foreign jurisdictions;
market events and general economic conditions;
risks associated with potential legal proceedings;
risks that P2 Gold’s title to its property could be challenged;
risks related to the integration of businesses and assets acquired by P2 Gold;
delay in obtaining or failure to obtain required permits, or non-compliance with permits that are obtained;
uncertainty regarding unsettled First Nations rights and title in British Columbia and the potential for similar adverse claims in the other jurisdictions in which the Company hold its mineral projects;
risks associated with potential conflicts of interest;
commodity price fluctuations, including gold, silver and copper price volatility;
risks associated with operating hazards at the Company’s mining projects;
uncertainties related to current global economic conditions;
uncertainties associated with development activities;
risks related to obtaining appropriate permits and licenses to explore, develop, operate and produce at the Company’s projects;
potential difficulties with joint venture partners;
risk associated with theft;
risk of water shortages and availability and risks associated with competition for water;
uninsured risks and inadequate insurance coverage;
risks associated with community relations;
outside contractor risks;
risks related to archaeological sites; and
risks related to the need for reclamation activities on P2 Gold’s properties.

This list is not exhaustive of the factors that may affect the Company’s forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Investors should carefully consider the risks set out below under the heading “Risk Factors” as well as those contained in the AIF and Annual MD&A (each as defined herein).

CAUTIONARY NOTE TO UNITED STATES INVESTORS

This prospectus and the documents incorporated by reference herein and therein have been prepared in accordance with Canadian standards for reporting of mineral resource and mineral reserve estimates, which differ from the standards of United States securities laws. In particular, and without limiting the generality of the foregoing, the terms

“mineral reserve”, “proven mineral reserve”, “probable mineral reserve”, “inferred mineral resources”, “indicated mineral resources”, “measured mineral resources” and “mineral resources” used or referenced in or documents incorporated in this Prospectus are Canadian mineral disclosure terms as defined in accordance National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“ NI 43-101 ”) and the CIM Definition Standards. These definitions differ significantly from the definitions in Industry Guide 7 (“ SEC Industry Guide 7 ”) under the U.S. Securities Act, which applied to U.S. filings prior to January 1, 2021. Under such U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Also, under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the three-year historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

The United States Securities and Exchange Commission (the “ SEC ”) has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the U.S. Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). These amendments became effective February 25, 2019 (the “ SEC Modernization Rules ”) with compliance required for the first fiscal year beginning on or after January 1, 2021. Under the SEC Modernization Rules, the historical property disclosure requirements for mining registrants included in SEC Industry Guide 7 were rescinded and replaced with disclosure requirements in subpart 1300 of SEC Regulation S-K.

As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources.” In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be “substantially similar” to the corresponding CIM Definition Standards that are required under NI 43-101. While the SEC will now recognize “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources”, U.S. investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater amount of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are cautioned not to assume that any measured mineral resources, indicated mineral resources, or inferred mineral resources that the Company reports are or will be economically or legally mineable. Further, “inferred mineral resources” have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, U.S. investors are also cautioned not to assume that all or any part of the “inferred mineral resources” exist. Under Canadian securities laws, estimates of “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies, except in rare cases. While the above terms are “substantially similar” to CIM Definitions, there are differences in the definitions under the SEC Modernization Rules and the CIM Definition Standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Company may report as “proven mineral reserves”, “probable mineral reserves”, “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules or the prior standard under Industry Guide 7.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities in each of the provinces of British Columbia, Alberta and Ontario (collectively, the “Commissions”). Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of P2 Gold Inc. at Suite 1100, 355 Burrard Street, Vancouver, British Columbia, V6C 2G8, telephone 778-731-1062. These documents are also available via the Company’s profile on SEDAR, which can be accessed online at www.sedar.com.

The following documents of the Company, which have been filed by the Company with the Commissions, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

(a) the annual information form of the Company dated August 9, 2021 for the financial year ended December 31, 2020 (the “ Annual Information Form ” or “ AIF ”);
(b) the NI 43-101 technical report entitled “Updated Mineral Resource Estimate of the Gabbs Gold-Copper Property, Fairplay Mining District, Nye County, Nevada, USA”, with an effective date of January 13,

2021 (the “ Gabbs Project Technical Report ”);

(c) the audited consolidated financial statements of the Company for the financial years ended December 31, 2020 and 2019, the notes thereto and the independent auditors’ report thereon (the “ Annual Financial Statements ”);
(d) the management’s discussion and analysis of our financial condition and results of operations for the years ended December 31, 2020 and 2019 (the “ Annual MD&A ”);
(e) our condensed consolidated interim financial statements for the three and six months ended June 30, 2021 and 2020 (the “ Interim Financial Statements ”);
(f) our management’s discussion and analysis of our financial condition and results of operations for the three and six months ended June 30, 2021 and 2020;
(g) the management information circular of the Company dated April 9, 2021 prepared for the purposes of the annual general and special meeting of the Company held on May 18, 2021; and
(h) the material change reports filed on:
(i) July 14, 2021 announcing that the Company had signed an option agreement with an arm’slength private vendor to acquire up to a 100% interest in the Natlan Property located in northwest British Columbia;
(ii) June 7, 2021 announcing that the Company had closed a non-brokered flow-through private placement for gross proceeds of approximately $1.75 million (the “ Flow-through Private Placement ”);
(iii) May 21, 2021 announcing the appointment of Tom Yip to its Board of Directors, and the grant of 1,745,000 stock options to certain directors, officers, employees and consultants of the Company;
(iv) May 21, 2021 announcing that the Company intended to complete the Flow-through Private Placement;
(v) May 21, 2021 announcing that the Company had closed a non-brokered private placement for gross proceeds of approximately $5million (the “ May Private Placement ”);
(vi) May 21, 2021 announcing the acquisition of all of the assets that comprise the Gabbs Project located in Nevada, pursuant to an asset purchase agreement dated February 22, 2021, as amended by an amendment dated May 4, 2021 (the “ Amending Agreement ”) among the Company, P2 Gabbs Inc. (a wholly-owned subsidiary of the Company) and Borealis Mining Company, LLC. (the “ Gabbs Project Acquisition ”);
(vii) May 14, 2021 announcing that the Company had entered into the Amending Agreement with Borealis Mining Company, LLC, amending the terms of the agreement for the Gabbs Project Acquisition (the “Gabbs Acquisition Agreement” );
(viii) February 25, 2021 announcing that the Company had entered into the Gabbs Acquisition Agreement for the Gabbs Project Acquisition. The Company also announced that it intended to complete a private placement to fund the acquisition of the Gabbs Project; and
(ix) January 28, 2021 announcing 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.

Any document of the types referred to in the preceding paragraph (excluding press releases and confidential material change reports) or of any other type required to be incorporated by reference into a short form prospectus pursuant

to National Instrument 44-101 - Short Form Prospectus Distribution s that are filed by us with a Commission after the date of this Prospectus and prior to the termination of an Offering under any Prospectus Supplement shall be deemed to be incorporated by reference in this Prospectus.

A Prospectus Supplement containing the specific terms of an Offering will be delivered to purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the Offering covered by that Prospectus Supplement.

Upon a new annual information form and related annual financial statements being filed by us with, and where required, accepted by, the applicable securities regulatory authority during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, material change reports and information circulars and all Prospectus Supplements filed prior to the commencement of our financial year in which a new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of future offers and sales of Securities hereunder.

Reference to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and the Company disclaims any such incorporation by reference.

BUSINESS OF THE COMPANY

The Company is a junior mining, exploration and development company engaged in the acquisition, exploration and development of mineral resource properties in the western United States and British Columbia, Canada and holds interests in one property in Nevada, the Gabbs Project, one in southeast Oregon, Lost Cabin, and four properties located in northwest British Columbia, BAM, Silver Reef, Natlan and Todd Creek (collectively, the “ Projects ”). The Company’s primary focus is on the exploration and development of the Gabbs Project.

The Company does not hold any interests in producing or commercial mineral deposits. The Company has no production or other material revenue. There is no operating history upon which investors may rely. Commercial development of any kind will only occur in the event that sufficient quantities of mineral resources containing economic concentrations of minerals are discovered. If, in the future, a discovery is made, substantial financial resources will be required to establish mineral resources and/or mineral reserves. Additional substantial financial resources will be required to develop mining and processing facilities for any mineral resources and/or mineral reserves that may be discovered. If the Company is unable to finance the establishment of mineral reserves or the development of mining and processing facilities it may be required to sell all or a portion of its interest in such property to one or more parties capable of financing such development.

Recent Developments

On August 30, 2021 the Company reported results from the first three holes drilled to test the Monarch Gold Zone at its BAM Property located in the Golden Triangle in northwest British Columbia. The Monarch Gold Zone was tested with drill holes BAM-001, 002, 003, and 005, which were targeted on coincident IP chargeability anomalies with highly anomalous gold in soil values of up to 5.7 grams per tonne. Drill hole BAM-001 intersected 0.62 g/t gold over 50.75 meters, including 9.75 meters grading 1.11 g/t gold and drill hole BAM-003 intersected 2.63 g/t gold over 45.85 meters, including 9.20 meters grading 7.30 g/t gold.

On September 8, 2021 the Company reported results from the first two holes of phase one drilling at the Sullivan Zone of its Gabbs Project. Drill hole GBD-001 was drilled in the center of the Sullivan Zone to test the full width of the zone and confirm the higher-grade gold–copper domain encountered by prior operators. Drill hole GBD-001 intersected 1.15 g/t gold equivalent (0.81 g/t gold and 0.30% copper) over 140.67 meters, including 39.32 meters grading 2.71 g/t gold equivalent (2.12 g/t gold and 0.51% copper). Drill hole GBD-002 was drilled at the limits of the historical drilling included in the Sullivan Zone Mineral Resource. Drill hole GBD-002 intersected 0.39 g/t gold equivalent (0.12 g/t gold and 0.23% copper) over 46.33 meters, including 28.04 meters grading 0.47 g/t gold equivalent (0.14 g/t gold and 0.29% copper) starting from surface.

On September 15, 2021 the Company announced its intent to complete a private placement of up to 1,000,000 flowthrough Common Shares at a price of $0.50 per Common Share for aggregate gross proceeds of up to $500,000. Subsequently on September 17, 2021, the Company announced an increase in the size of the private placement to up to 2,500,000 flow-through Common Shares to raise aggregate gross proceeds of up to $1,250,000.

Further information regarding the business of the Company or its operations and its mineral properties can be found in the Company’s AIF and the materials incorporated by reference into this Prospectus. Refer to the “ Documents Incorporated by Reference ” section of this Prospectus.

RISK FACTORS

An investment in the Securities involves a high degree of risk and must be considered a highly speculative investment due to the nature of the Company’s business and the present stage of exploration and development of its mineral properties. Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity or quality to return a profit from production.

Prospective purchasers of the Securities should carefully consider the risk factors set out below, as well as the information included in any Prospectus Supplement and in documents incorporated by reference in this Prospectus and any applicable Prospectus Supplement, before making an investment decision to purchase the Securities. Specific reference is made to the section entitled “Risks Factors” in the AIF. Refer to the “Documents Incorporated by Reference” section of this Prospectus. Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Securities. Each of the risks described herein, and in these sections and documents, could materially and adversely affect our business, financial condition, results of operations and prospects, cause actual events to differ materially from those described in forward-looking information and other information relating to the Company and could result in a loss of your investment. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also have a material adverse effect on the Company.

P2 Gold is subject to a number of significant risks due to the nature of its business and the present stage of its business development. Only those persons who can bear risk of the entire loss of their investment should invest in the Company’s securities.

P2 Gold’s failure to successfully address such risks and uncertainties could have a material adverse effect on its business, financial condition and/or results of operations, and the future trading price of its common shares may decline and investors may lose all or part of their investment. P2 Gold cannot give assurance that it will successfully address these risks or other unknown risks that may affect its business. Estimates of mineral resources and mineral reserves are inherently forward- looking statements subject to error. Although mineral resource and mineral reserve estimates require a high degree of assurance in the underlying data when the estimates are made, unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates. Actual results will inherently differ from estimates. The unforeseen events and uncontrollable factors include: geologic uncertainties including inherent sample variability, metal price fluctuations, variations in mining and processing parameters, and adverse changes in environmental or mining laws and regulations. The timing and effects of variances from estimated values cannot be accurately predicted.

Below is a summary of some of P2 Gold’s risks and uncertainties. These risk factors are not a definitive or exhaustive list of all risk factors associated with an investment in the securities of P2 Gold or in connection with the Company’s operations.

Title matters

In those jurisdictions where the Company has property interests, the Company makes a search of mining records in accordance with mining industry practices to confirm satisfactory title to properties in which it holds or intends to acquire an interest, but does not obtain title insurance with respect to such properties. The possibility exists that title to one or more of its properties might be defective because of errors or omissions in the chain of title, including defects in conveyances and defects in locating or maintaining such claims, or concessions. The ownership and validity of mining claims and concessions are often uncertain and may be contested. There is, however, no guarantee that title to the Company’s properties and concessions will not be challenged or impugned in the future. The properties may be subject to prior unregistered agreements or transfers, and title may be affected by undetected encumbrances or defects or governmental actions. Certain of our properties are subject to various royalty and land payment agreements. Failure by us to meet our payment obligations under these agreements could result in the loss of related property interests. Certain of our properties may be subject to the rights or asserted rights of various community stakeholders including a process for public consultation. The presence of community stakeholders may also impact on our ability to develop or operate our mining properties.

Government regulation or changes in such regulation may adversely affect our business

We have and will in the future engage experts to assist us with respect to our operations. We deal with various regulatory and governmental agencies and the rules and regulations of such agencies. No assurances can be given that we will be successful in our efforts or dealings with these agencies. Further, in order for us to operate and grow our business, we need to continually conform to the laws, rules and regulations of the jurisdictions in which we operate. It is possible that the legal and regulatory environment pertaining to the exploration and development of precious metals mining properties will change. Uncertainty and new regulations and rules could increase our cost of doing business or prevent us from conducting our business.

COVID-19 pandemic

P2 Gold’s business, operations and financial condition, and the market price of the Common Shares, could be materially and adversely affected by the outbreak of global epidemics or pandemics or other health crises, including the outbreak of COVID-19 and variants of the COVID-19 virus. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in a number of countries including Canada and the United States. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While these effects are expected to be temporary, the duration of the various disruptions to businesses locally and internationally and the related financial impact cannot be reasonably estimated at this time. Similarly, the Company cannot estimate whether, or to what extent, this outbreak and the potential financial impact may extend to countries outside of those currently impacted. Such public health crises can result in volatility and disruptions in the supply and demand for metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation.

The risks to P2 Gold of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labour and fuel costs, limitations or restrictions on the availability of consumables required to carry out the Company’s operations, regulatory changes, political or economic instabilities or civil unrest. At this point, the extent to which COVID-19 will or may impact the Company is uncertain and these factors are beyond the Company’s control; however, it is possible that COVID-19 and its related impacts may impact the Company’s ability to service any contractual commitments it may have in the short term, and over a longer term may have a material adverse effect on the Company’s business, results of operations and financial condition and the market price of the Common Shares. The Company has been following federal, provincial/state and local health guidelines to minimize the risk of COVID-19.

Mining and resource risks of exploration and development

The properties in which the Company has an interest or the right to earn an interest are in the exploration stage only and are without a known body of commercial ore. As the Company is a junior mining, exploration and development company, the Company has no source of revenue and a history of losses. Future profitability for the Company in the coming years will depend on whether any of its Projects develop into producing mines, the ability of the Company to meet estimated production levels at its Projects and market prices for precious and base metals.

Development of any properties will only follow upon obtaining satisfactory results. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company’s exploration and development activities will result in any discoveries of commercial bodies of ore. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of the Company’s exploration programs, which may be affected by a number of factors.

Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities to justify commercial operations or that the funds required for development can be obtained on a timely basis.

It is impossible to ensure that future exploration programs and feasibility studies on the Company’s existing mineral properties will establish reserves. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure;

the interpretation of geological data obtained from drill holes and other sampling techniques; feasibility studies (which include estimates of cash operating costs based on anticipated tonnage and grades of ore to be mined and processed); metal prices, which cannot be predicted and which have been highly volatile in the past; the expected recovery rates of metals from the ore; mining, processing and transportation costs; perceived levels of political risk and the willingness of lenders and investors to provide project financing; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection and reclamation and closure obligations. The effect of these factors cannot be accurately predicted, but any one, or a combination of, these factors may cause a mineral deposit that has been mined profitably in the past, to become unprofitable. Depending on commodity prices, the Company may determine that it is impractical to commence or, if commenced, continue commercial production. The Company is subject to the risks normally encountered in the mining industry, such as unusual or unexpected geological formations as well as political and economic risks. The Company may be subject to liability for pollution or against other hazards against which it cannot insure or against which it may elect not to insure.

Development projects rely on the accuracy of predicted factors including capital and operating costs; metallurgical recoveries; reserve estimates; and future metal prices. Development properties are also subject to accurate economic assessments and feasibility studies (if any), the acquisition of surface or land rights and the issuance of necessary governmental permits. As a result of the substantial expenditures involved, developments are prone to material cost overruns. Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a project, the timeframe of which is often beyond our control.

The actual operating results of the Company’s development projects may differ materially from those anticipated, and uncertainties related to operations are even greater in the case of development projects. Future development activities may not result in the expansion or replacement of current production with new production, or one or more of these new projects may be less profitable than currently anticipated or may not be profitable at all, any of which could have a material adverse effect on the Company’s results of operations and financial position.

The Company is focussed on the gold exploration business, and as such, the Company may be sensitive to changes in, and its performance will depend on, the overall condition of the gold mining industry. The Company may be susceptible to an increased risk of loss, including losses due to adverse occurrences affecting the Company more than the market as a whole. A sustained period of a declining gold price would materially and adversely affect the results of operations and cash flows. Additionally, if the market price for gold declines or remains at relatively low levels for a sustained period of time, the Company may have to revise its operating plans, including reducing operating costs and capital expenditures, terminating or suspending mining operations at one or more of its properties and discontinuing certain exploration and development plans. The Company may be unable to decrease its costs in an amount sufficient to offset reductions in revenues and may continue to incur losses.

The Company has no history of production and no revenue from operations

We are an exploration and development company, and all of our properties are in the exploration stage. We have a limited history of operations and to date have generated no revenue from operations. As such, we are subject to many risks common to such enterprises, including under capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. We have not defined or delineated any proven or probable reserves on any of our exploration stage properties. Mineral exploration involves significant risk, since few properties that are explored contain bodies of ore that would be commercially economic to develop into producing mines.

Historical negative cash flow from operations

The Company has a limited history of operations, has had negative operating cash flow since its inception, and will continue to have negative operating cash flow for the foreseeable future. No assurance can be given that the Company will ever attain positive cash flow or profitability or that additional funding will be available for operations. If the Company continues to generate negative cash flow in the future, net proceeds from any Offerings that may be conducted may need to be allocated to funding the negative cash flow.

The Company may not have sufficient funds to develop its mineral properties or to complete further exploration programs

We have limited financial resources. We currently generate no operating revenue, and must primarily finance exploration activity and the development of mineral properties by other means. In the future, our ability to continue

exploration, and development and production activities, if any, will depend on our ability to obtain additional external financing. Any unexpected costs, problems or delays could severely impact our ability to continue exploration and development activities.

The sources of external financing that we may use for these purposes include project or bank financing, or public or private offerings of equity and debt. In addition, we may enter into one or more strategic alliances or joint ventures, decide to sell certain property interests, or utilize one or a combination of all of these alternatives. The financing alternative we choose may not be available on acceptable terms, or at all. If additional financing is not available, we may have to postpone the further exploration or development of, or sell, one or more of our principal properties.

Specialized skills and knowledge

The Company’s business requires specialized skill and knowledge in the areas of geology, drilling, planning, implementation of exploration programs, underground mining, mine and plant engineering and compliance. Recently, the increased level of activity in the mining industry is making it more difficult to source competent professionals in these areas. To date, the Company has been able to locate and retain such professionals in Canada and the United States and believes it will be able to continue to do so in these locations.

Cyclicality and seasonality

Construction of and access to the Projects can be delayed and production operations may be curtailed during heavy spring rains, snow, cold temperatures and other extreme weather phenomena. Demand for and the price of commodities is volatile and can be affected by seasonal weather variations.

The cyclicality of the business reflects the global supply and demand outlook for gold, which in turn is influenced by diverse factors, U.S. currency valuations, derivatives market activity, interest rate and inflation forecasts, and other factors discussed further in the “Risk Factors” section of this Prospectus.

Competitive conditions

The Company is in a very competitive industry and competes with other companies many of which have greater technical and financial facilities for the acquisition and development of mineral properties, as well as for the recruitment and retention of qualified employees and consultants. In addition, increased activity in the mining industry on a global scale has made it more challenging to secure certain service providers and equipment, such as drill rigs and underground mining equipment. The high demand for this type of equipment may increase exploration and development costs and may cause some delay in the exploration and development of some of the Projects.

Cycles

The mining business has cycles marked by commodity prices, which are also affected by a variety of economic indicators and worldwide cycles. These cycles affect the overall environment in which the Company conducts its business and the availability of capital.

Environmental protection

The Company’s operations are subject to environmental regulations issued by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining operations. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which imposes stricter standards and more stringent enforcement, fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in environmental regulations has a potential to reduce the profitability of operations. Although the Company believes that it is in material compliance with current applicable environmental regulations, no assurance can be given that environmental laws will not result in a curtailment of future production or a material increase in the anticipated costs of production, development or exploration activities or otherwise have a material adverse effect on our business, financial condition, results of operations and prospects.

Employees

As of the date of this Prospectus, the Company has five full time employees. The Company relies on and engages consultants on a contract basis to provide services, management and personnel who assist the Company to carry on its administrative, shareholder communication, mine and plant development and exploration activities in the United States and Canada.

Social and environmental policies

The Company does not have a formal social or environmental policy; however, we actively participate in and engage with local communities where our projects are located.

The Company’s Code of Business Conduct and Ethics also provides that the directors, officers and employees of the Company will do their best to accommodate the different cultures, lifestyles, heritage and preferences of the local communities in which the Company operates.

Operating and liquidity risk

The Company does not hold any interests in producing or commercial mineral deposits. The Company has no production or other material revenue. There is no operating history upon which investors may rely. Commercial development of any kind will only occur in the event that sufficient quantities of mineral resources containing economic concentrations of minerals are discovered. Therefore, continuing operations are dependent upon the Company’s ability in the future to mitigate the risks and overcome the challenges generally associated with comparable development stage enterprises. Most significantly, it must either generate sufficient cash flow from the sale of precious metals or secure additional working capital from debt or equity financings, or through the sale of capital assets, as required, neither of which is assured.

Going concern risk

The Company has not yet determined whether its mineral resource properties contain mineral reserves that are economically recoverable. The continued operation of the Company is dependent upon the preservation of its interest in its properties, the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of such properties and upon future profitable production or proceeds from the disposition of such properties.

The Company’s financial statements are prepared on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months. The Company has incurred ongoing losses and expects to incur further losses in the advancement of its business activities.

The Company continues to incur losses, has limited financial resources and has no current source of revenue or cash flow generated from operating activities. To address its financing requirements, the Company plans to seek financing through, but not limited to, debt financing, equity financing and strategic alliances. However, there is no assurance that such financing will be available. If adequate financing is not available or cannot be obtained on a timely basis, the Company may be required to delay, reduce the scope of or eliminate one or more of its exploration programs or relinquish some or all of its rights under the existing option agreements.

These material uncertainties cast significant doubt on the Company’s ability to continue as a going concern.

Effects of increased indebtedness

The Company may incur indebtedness in order to fund its operations or expenditures. Increased debt levels may have significant consequences for the Company, including, but not limited to the following:

its ability to obtain additional financing to fund future operations or meet its working capital needs or any such financing may not be available on terms favorable to the Company or at all;
a certain amount of the Company’s operating cash flow will be dedicated to the payment of principal and interest on its indebtedness, thereby diminishing funds that would otherwise be available for its operations and for other purposes;
a substantial decrease in net operating cash flows or an increase in the Company’s expenses could make it more difficult for it to meet its debt service requirements, which could force the Company to modify its operations; and
a leveraged capital structure which may place the Company at a competitive disadvantage by hindering its ability to adjust rapidly to changing market conditions or by making it vulnerable to a downturn in its business or the economy in general, as well as other risks associated with increased leverage.

The Company’s ability to meet future debt service and other obligations may depend in significant part on the success of its operations and the extent to which the Company can successfully implement its mining plans and growth strategy. There can be no assurance that our businesses will be successful or that the Company will be able to implement its strategy fully, that the anticipated results of its strategy will be realized or that cash generated from operations will allow us to meet our future debt service and other obligations.

Additional funding requirements

We anticipate that substantial capital expenditures will be required for the continued development of the Projects, and exploration of future projects. We may have limited ability to expend the capital necessary to undertake or complete our plans. There can be no assurance that debt or equity financing or cash generated by operations will be available or sufficient to meet these requirements or for other corporate purposes or working capital or, if debt or equity financing is available, that it will be on terms acceptable to us. Moreover, future activities may require us to alter our capitalization significantly. Our inability to access sufficient capital for our operations could have a material adverse effect on our financial condition, results of operations or prospects.

Our ability to obtain additional funding will be subject to a number of factors, including market conditions, investor sentiment, political risk and our operating performance. These factors may make the timing, amount, terms and conditions of additional funding unattractive to us. If we issue additional equity securities, existing shareholders may experience dilution or be subordinated to any rights, preferences or privileges granted to the new equity holders.

Taxation matters

The Company believes that it is in material compliance with all applicable tax legislation in the countries in which it operates. However, tax returns and other tax assessments, regulatory fees and levies and other governmental costs and fees are subject to reassessment by applicable taxation and other regulatory authorities. In the event of a successful reassessment of the Company, such reassessment may have an impact on current and future taxes and other amounts payable.

The Company is subject to ongoing examination by tax and other regulatory authorities in each jurisdiction in which it has operations. The Company regularly assesses the status of these examinations and the potential for adverse outcomes to determine the adequacy of the provision for current and deferred income taxes, as well as the provision for indirect, withholding and other taxes and assessments as well as related penalties and interest. This assessment relies on estimates and assumptions, which involves judgments about future events. There is no assurance that adequate provisions have been or will be made by the Company to fully cover its possible exposure to tax and other governmental related liabilities, and any material reassessment may have a material adverse impact on the Company’s liquidity, financial condition and results of operations.

Uncertainty of Mineral Resource Estimates

Only those mineral deposits that the Company can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors, are considered “resources” or “reserves”. The Company has not defined or delineated any proven or probable reserves or measured or indicated resources on any of its properties.

Furthermore, no assurances can be given that any indicated level of recovery of minerals will be realized. Fluctuations in the market prices of minerals may render deposits containing relatively lower grades of mineralization uneconomic. Moreover, short-term operating factors relating to mineral resources, such as the need for orderly development of the deposits or the processing of new or different grades, may cause mining operations to be unprofitable in any particular period. Material changes in mineralized material, grades or recovery rates may affect the economic viability of

projects. Mineral resources that are not mineral reserves do not have demonstrated economic viability. Due to the uncertainty of measured, indicated or inferred mineral resources, these mineral resources may never be upgraded to proven and probable mineral reserves.

Surface rights and access

Although the Company acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities; however, the enforcement of such rights can be costly and time consuming.

In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or landowners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the legal right to access the surface and carry on mining activities, the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction.

Indigenous Peoples Land Claims

There is uncertainty with respect to indigenous peoples land claims in Canada due to the decision of the Supreme Court of Canada in Tsilhqot’in Nation v. British Columbia (2014 SCC 44), which recognized the Tsilhqot’in Nation as holding aboriginal title to approximately 1,900 square kilometers of territory in the interior of British Columbia. This decision represents the first successful claim for aboriginal title in Canada and may lead other First Nations in Canada to pursue aboriginal title in their traditional land-use areas. Such claims, if successful, may impact those projects or operations in Canada on which P2 Gold holds a material interest.

Security risk

Civil disturbances and criminal activities such as trespass, illegal mining, sabotage, looting, theft or robbery and vandalism may cause disruptions at certain of the Company’s projects, and may occasionally result in the suspension of operations, the inability to access the Company’s operations and/or damage to facilities. The Company is unable to predict the duration of such suspension or inaccessibility that may result from such activities, which could continue for an extended period of time. Although the Company has taken security measures to protect their employees, property and exploration facilities from these risks, incidents of criminal activity, trespass, illegal mining, theft and vandalism may occasionally lead to conflict with security personnel and/or police, which in some cases could result in injuries and/or fatalities. The measures that have been implemented by the Company will not guarantee that such incidents will not continue to occur, and such incidents may halt or delay production, increase operating costs, result in harm to employees or trespassers, decrease operational efficiency, increase community tensions or result in criminal and/or civil liability for the Company or its employees and/or financial damages or penalties.

The manner in which the Company’s personnel respond to civil disturbances and criminal activities can give rise to additional risks where those responses are not conducted in a manner that is consistent with such jurisdiction’s standards relating to the use of force. Although the Company does not seek to apply force against criminal activities conducted on its properties, certain incidents may arise that may result in harm to employees or community members, increase community tension, reputational harm to the Company or result in criminal and/or civil liability for the Company or its employees and/or financial damages or penalties.

It is not possible to determine with certainty the future costs that the Company may incur in dealing with the issues described above at its operations; however, if such incidents arise or continue to increase, costs associated with security, in the case of civil disturbances and illegal mining, may also increase, affecting profitability. In addition, illegal mining, looting, theft, sabotage or other criminal activities may result in a loss of mineral resources, inability to mine mineral resources or make certain mineral resources uneconomical to mine, which may have the effect of reducing the Company’s mineral resources estimates.

Force majeure and natural events

The occurrence of a significant event which disrupts the production of mineral resources at our properties and the subsequent sale thereof for an extended period, could have a material negative impact on our business, financial condition and results of operations. The mining industry is subject to natural events including fires, adverse weather conditions, earthquakes and other similar events that are unforeseeable, irresistible and beyond our control. The occurrence of any one of these events could have a material adverse effect on our business and financial condition.

Earnings and dividend record

The Company has no earnings, has not paid dividends on its Common Shares, and does not anticipate doing so in the foreseeable future. The Company does not currently generate significant cash flow from operations and does not expect to do so in the foreseeable future.

Foreign currency risk

The Company’s corporate head office is in Vancouver, Canada and the Company has historically raised the majority of its funds in Canadian dollars and maintains its funds in Canadian dollars and US dollars. The Company’s primary focus is the Gabbs Project located in the United States. Any significant fluctuations in the value of the Canadian dollar compared to the US dollar exposes the Company to significant currency risk.

Uninsured or uninsurable risks

The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions and hazards, industrial accidents, labour disputes, adverse property ownership claims, unusual or unexpected geological conditions, ground, slope or pit wall failures, rock bursts, cave-ins, fires, changes in the regulatory environment, political and social instability, and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in mining, monetary losses and legal liability.

Limited operating history

The Company has a limited operating history. There is no assurance that it will be able to achieve profitable operations or continue as a going concern.

Environmental and other regulatory risk

The Company’s activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments.

Environmental legislation is evolving in a manner which means stricter standards; and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Companies engaged in exploration and development activities generally experience increased costs and delays as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that all permits which the Company may require for exploration and development of its properties will be obtainable on reasonable terms or on a timely basis, or that such laws and regulations would not have an adverse effect on any project that the Company may undertake.

Although the Company believes that it is in compliance with all material laws and regulations that currently apply to its activities, there may be unforeseen environmental liabilities resulting from exploration and/or mining activities and these may be costly to remedy. Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing

operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in exploration operations may be required to compensate those suffering loss or damage by reason of the exploration activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of exploration and production companies, including transitory requirements in adopting the new mining law, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in expenditures and costs or require abandonment or delays in developing new mining properties.

Economic risk

The price of the Company’s Common Shares, its financial results, and exploration and development activities have been, or may in the future be, adversely affected by declines in the price of gold and/or other metals. Gold prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as the sale or purchase of commodities by various central banks, financial institutions, expectations of inflation or deflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, international supply and demand, speculative activities and increased production due to new project developments, improved production methods and international economic and political trends. The Company’s revenues, if any, are expected to be in large part derived from mining, precious and base metals or interests related thereto. The effect of these factors on the price of metals, and therefore the economic viability of any of the Company’s exploration projects, cannot accurately be predicted.

Litigation risk

The Company is subject to litigation and legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation. The causes of potential future litigation cannot be known and may arise from, among other things, business activities and environmental laws. The results of litigation cannot be predicted with certainty. If the Company is unable to resolve these disputes favourably, they may result in a material adverse impact on the Company’s financial condition, cash flows and results of operations.

In the event of a dispute involving foreign operations of the Company, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada.

Conflicts of interest

Certain of the Company’s directors and officers hold positions in, or are otherwise affiliated with, other natural resource companies that acquire interests in mineral properties. Such associations may give rise to conflicts of interest from time to time.

The Company’s directors are required by law to act honestly and in good faith with a view to the Company’s best interest and to disclose any interest that they may have in any of the Company’s projects or opportunities. In general, if a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose their interest and abstain from voting on such matter, or, if they do vote, their vote will not be counted. In determining whether or not the Company will participate in any project or opportunity, the Board will consider primarily the merit and cost of the opportunity, the degree of risk to which the Company may be exposed, and its financial position at that time.

Fluctuating prices

Our future revenues, if any, are expected to be in large part derived from the extraction and sale of precious and base metals such as gold, and to a lesser extent, silver and copper. The prices of those commodities have fluctuated widely in recent years and are affected by many factors beyond the Company’s control, including international economic and political trends, expectations of inflation or deflation, currency exchange rates, interest rates, patterns of global or regional consumption, speculative activities and increased commodity production due to factors including new or improved extraction or production methods. Future price declines may cause continued development of and commercial production from the Company’s properties to be uneconomic. Further production from our mining properties is dependent on precious metal prices that are adequate to make these properties economically viable.

Further, the Company is dependent on various commodities (such as fuel, electricity, steel and concrete) and equipment to conduct any future mining operations and development of its projects. The shortage of such commodities, equipment and parts or a significant increase of their cost could have a material adverse effect on the Company’s ability to carry out its operations and therefore limit, or increase the cost of, production. Market prices of commodities can be subject to volatile price movements which can be material, occur over short periods of time and are affected by factors that are beyond our control. If the costs of certain commodities consumed or otherwise used in connection with our operations and development projects were to increase significantly, and remain at such levels for a substantial period of time, we may determine that it is not economically feasible to continue commercial production at some or all of our operations or the development of some or all of our current projects, which could have an adverse impact on our financial performance and results of operations.

Operating hazards and risks

Mineral exploration and development involve many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of mineral resources, any of which could result in work stoppages, damage to property, and possible environmental damage. The Company currently does not maintain any insurance coverage against operating hazards. We may become subject to liability for pollution, cave-ins, or hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on the Company’s financial position.

Current global financial condition

Market and geopolitical events in recent years have resulted in commodity prices remaining volatile. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader credit markets to be volatile and interest rates continue to remain at historical lows. These events are illustrative of the effect that events beyond our control may have on commodity prices, demand for metals, including gold, silver and copper, availability of credit, investor confidence, and general financial market liquidity, all of which may affect the Company’s business.

Corruption and bribery risk

The Company’s operations are governed by, and involve interactions with, many levels of government in Canada and the United States. The Company is required to comply with anti-corruption and anti-bribery laws of the countries in which the Company conducts its business. In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment to companies convicted of violating anti-corruption and anti- bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third-party agents. Although the Company has adopted a risk-based approach to mitigate such risks, including internal monitoring, reviews and audits to ensure compliance with such laws, such measures are not always effective in ensuring that the Company, its employees, contractors or third-party agents will comply strictly with such laws. If the Company finds itself subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions imposed on the Company resulting in a material adverse effect on the Company’s reputation and results of its operations.

Information systems security threats

The Company’s operations depend, in part, on how well the Company and its suppliers protect networks, equipment, information technology (“ IT ”) systems and software against damage from a number of threats, including, but not limited to, cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, hacking, computer viruses, cybersecurity, phishing, ransomware, vandalism and theft. The Company’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as preemptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact the Company’s reputation and results of operations.

Although to date the Company has not experienced any material losses relating to cyber-attacks or other information

security breaches, there can be no assurance that the Company will not incur such losses in the future. The Company’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, the Company may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

Dependence on key personnel

The Company’s development to date has largely depended on, and in the future will continue to depend on, the efforts of key management, project management and operations personnel. Loss of any of these people could have a material adverse effect on the Company and its business. The Company has not generally obtained and does not intend to obtain key-person insurance in respect of directors or other of its employees, except for some individuals for which there is limited coverage.

Competition

The resource industry is intensely competitive in all its phases, and the Company competes with many companies possessing greater financial resources and technical facilities. Competition could adversely affect the Company’s ability to acquire suitable producing properties or prospects for exploration in the future. Accordingly, there can be no assurance that the Company will acquire any interest in additional operations that would yield reserves or result in commercial mining operations.

Volatility of market price

The market price of our Common Shares may fluctuate widely for a wide variety of reasons, including those risks described above and the failure of our operating performance in any particular quarter to meet analysts’ expectations, quarterly and annual variations in our competitors’ results from operations, developments in our industry or in the market, generally and general economic, political and market conditions.

Competition for water and water shortages

The Company’s operations require water. While the Company believes it holds sufficient water rights to support its current operations, future developments could limit the amount of water available to the Company. New water development projects, or climatic conditions such as extended drought, could adversely affect the Company. There can be no guarantee that the Company will be successful.

Archaeological site risk

Certain of the Company’s projects and properties may be located on or near significant archaeological sites which could require the Company to adjust its operations to minimize the impact on any such archaeological site. The Company could potentially be found liable by applicable regulatory authorities if it were to damage any such archaeological sites.

Reliability of financial statements

In the preparation of financial statements, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting policies are described in more detail in the notes to the Company’s Annual Financial Statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, it cannot provide absolute assurance in that regard.

Substantial volatility of share price

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. The price of the Common Shares is also significantly affected by short term changes in mineral prices or in the Company’s financial condition or results of operations as reflected in its financial reports. Other factors unrelated to the Company’s performance that may have an effect on the price of its Common Shares include the following: the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of the Common Shares; and the market price of the Common Shares and size of the Company’s public float may limit the ability of some institutions to invest in the Company’s securities.

Future sales or issuances of equity securities

The Company may sell equity securities in Offerings (including through the sale of Debt Securities convertible into equity securities) and may issue additional equity securities to finance operations, exploration, development, acquisitions or other projects. The Company cannot predict the size of future issuances of equity securities or the size and terms of future issuances of Debt Securities or other Securities convertible into equity securities or the effect, if any, that future issuances and sales of the Securities will have on the market price of the Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible into Common Shares, would result in dilution, possibly substantial, to shareholders. Exercises of presently outstanding stock options may also result in dilution to shareholders.

The board of directors of the Company has the authority to authorize certain offers and sales of the Securities without the vote of, or prior notice to, shareholders. Based on the need for additional capital to fund expected expenditures and growth, it is likely that the Company will need to issue the Securities to provide such capital. Such additional issuances may involve the issuance of a significant number of Common Shares at prices less than the current market price.

Sales of substantial amounts of the Securities, or the availability of the Securities for sale, could adversely affect the prevailing market prices for the Securities and dilute investors’ interest in the Company. A decline in the market prices of the Securities could impair the Company’s ability to raise additional capital through the sale of additional Securities should the Company desire to do so.

Use of the net proceeds

The Company intends to allocate the net proceeds it will receive from an Offering as described under “Use of Proceeds” in this Prospectus and the applicable Prospectus Supplement; however, the Company will have discretion in the actual application of the net proceeds. The Company may elect to allocate the net proceeds differently from that described in “Use of Proceeds” in this Prospectus and the applicable Prospectus Supplement if the Company believes it would be in the Company’s best interests to do so, including to fund potential future negative cash flow of the Company. The Company’s investors may not agree with the manner in which the Company chooses to allocate and spend the net proceeds from an Offering. The failure by the Company to apply these funds effectively could have a material adverse effect on the business of the Company. The Company will not receive any proceeds from any sale of Securities by the Selling Shareholder.

Absence of a public market for certain securities

There is no public market for the Debt Securities, Warrants, Subscription Receipts, Units or Share Purchase Contracts and, unless otherwise specified in the applicable Prospectus Supplement, the Company does not intend to apply for listing of the Debt Securities, Warrants, Subscription Receipts, Units or Share Purchase Contracts on any securities exchanges. If the Debt Securities, Warrants, Subscription Receipts, Units or Share Purchase Contracts are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and our financial condition. There can be no assurance as to the liquidity of the trading market for the Debt Securities, Warrants, Subscription Receipts, Units or Share Purchase Contracts, or that a trading market for these securities will develop at all.

Impact of interest rates on Debt Securities

Prevailing interest rates will affect the market price or value of the Debt Securities. The market price or value of the Debt Securities may decline as prevailing interest rates for comparable debt instruments rise and increase as prevailing interest rates for comparable debt instruments decline.

Impact of foreign currency markets on Debt Securities

Debt Securities denominated or payable in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity in the secondary market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable Prospectus Supplement.

USE OF PROCEEDS

Unless otherwise specified in the applicable Prospectus Supplement, the net proceeds from the sale of Securities will be used to advance our business objectives, funding ongoing operations and/or working capital requirements, repaying indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions. As of the date of this Prospectus, the Company does not have any agreements in place regarding potential future acquisitions.

Each Prospectus Supplement will contain specific information concerning the use of proceeds from that sale of Securities, including a description of the business objectives and milestones to be accomplished in respect of such sale.

The Company had negative operating cash flow in recent years. To the extent that the Company has negative operating cash flow in future periods, the Company may need to allocate a portion of proceeds from the Offerings ” to fund such negative cash flow. See “ Risk Factors - Historical negative cash flow from operations .

All expenses relating to an Offering and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the proceeds from the sale of such Securities, unless otherwise stated in the applicable Prospectus Supplement.

The Company may, from time to time, issue securities (including Securities) other than pursuant to this Prospectus.

The Company will not receive any proceeds from the sale of Securities by the Selling Shareholder.

EARNINGS COVERAGE RATIO

Earnings coverage ratios will be provided as required in the applicable Prospectus Supplement with respect to the issuance of Debt Securities.

CONSOLIDATED CAPITALIZATION

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the share and loan capitalization of the Company that will result from the issuance of securities pursuant to such Prospectus Supplement.

Since the date of the Interim Financial Statements, which are incorporated by reference in this Prospectus, there has been no material change to the share and loan capital of the Company on a consolidated basis, other than as disclosed in this Prospectus.

SELLING SHAREHOLDER

Waterton is currently the largest shareholder of the Company. As of October 14, 2021, Waterton beneficially owned or exercised control over 15,000,000 Common Shares representing 24.05% of the issued and outstanding Common Shares.

This Prospectus may also, from time to time, relate to the offering of the Securities by way of a secondary offering by Waterton.

The terms under which Securities may be offered by the Selling Shareholder will be described in the applicable Prospectus Supplement. The Prospectus Supplement for or including any offering of Securities by the Selling Shareholder will include, without limitation, where applicable: (i) the name of the Selling Shareholder; (ii) the number and type of Securities owned, controlled or directed by the Selling Shareholder; (iii) the number of Securities being distributed for the account of the Selling Shareholder; (iv) the number of Securities to be owned, controlled or directed by the Selling Shareholder after the distribution and the percentage that number or amount represents out of the total number of outstanding Securities; (v) whether the Securities are owned by the Selling Shareholder, both of record and beneficially, of record only or beneficially only; (vi) if the Selling Shareholder purchased any of the Securities held by him, her or it in the 12 months preceding the date of the Prospectus Supplement, the date or dates the Selling Shareholder acquired the Securities; and (vii) if the Selling Shareholder acquired the Securities held by him, her or it in the 12 months preceding the date of the Prospectus Supplement, the cost thereof to the Selling Shareholder in the aggregate and on a per security basis.

PLAN OF DISTRIBUTION

We may sell the Securities, separately or together: (a) to one or more underwriters or dealers; (b) through one or more agents; or (c) directly to one or more other purchasers. Each Prospectus Supplement will set forth the terms of the applicable Offering, including the name or names of any underwriters or agents, the Selling Shareholder, if any, the purchase price or prices of the Securities and the proceeds to the Company and the Selling Shareholder, if any, from the sale of the Securities. In addition, Securities may be offered and issued in consideration for the acquisition (an “ Acquisition ”) of other businesses, assets or securities by us or our subsidiaries. The consideration for any such Acquisition may consist of any of the Securities separately, a combination of Securities or any combination of, among other things, securities, cash and assumption of liabilities.

Similarly, the Selling Shareholder may sell Securities to or through underwriters or dealers purchasing as principals and may also sell the Securities to one or more purchasers directly, through statutory exemptions, or through agents designated from time to time. See " Selling Shareholder ".

The Securities may be sold from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. This Prospectus and any Prospectus Supplement may also cover the initial resale of the Securities purchased pursuant thereto. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with an Offering at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid to us by the underwriters.

Underwriters, dealers or agents who participate in the distribution of Securities may be entitled under agreements to be entered into with the Company to indemnification by us against certain liabilities, including liabilities under Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers or agents with whom we enter into agreements may be customers of, engage in transactions with, or perform services for us in the ordinary course of business.

In connection with any offering of Securities, except as otherwise set out in a Prospectus Supplement relating to a particular Offering, the underwriters or dealers, as the case may be, may over-allot or effect transactions intended to fix or stabilize the market price of the Securities at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time.

Unless otherwise specified in a Prospectus Supplement, there is no market through which the Company’s Warrants, Subscription Receipts, Debt Securities or Share Purchase Contracts may be sold, and holders may not be able to resell any such Securities purchased under this Prospectus or any Prospectus Supplement. Unless otherwise specified in the applicable Prospectus Supplement, the Securities (excluding any Common

Shares) will not be listed on any securities exchange . This may affect the pricing of such Securities on the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation. Refer to the “Risk Factors” section of this Prospectus.

Unless otherwise specified in a Prospectus Supplement, the Securities have not been, and will not be, registered under the U.S. Securities Act, or any securities or “blue sky” laws of any of the states of the United States. Accordingly, the Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, absent registration or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. In addition, until 40 days after closing of an Offering, an offer or sale of the Securities within the United States by any dealer, whether or not participating in such Offering, may violate the registration requirements of the U.S. Securities Act if such offer or sale is made other than in accordance with an available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

PRIOR SALES

Information in respect of our Common Shares and securities exchangeable for or exercisable into Common Shares issued within the previous twelve month period, as well as in respect of Common Shares that we issued upon the exercise of options granted under our equity incentive plans, and in respect of such equity securities exercisable or convertible into Common Shares that we granted under such equity incentive plans, will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

PRICE RANGE AND TRADING VOLUME

The Common Shares are listed for trading on the TSXV under the trading symbol “PGLD”. Trading price and volume of the Company’s securities will be provided as required for all of our Common Shares, as applicable, in a Prospectus Supplement.

DIVIDEND POLICY

We have not declared any dividends or distributions on the Common Shares of the Company. We intend to retain our earnings, if any, to finance the growth and development of our operations and do not presently anticipate paying any dividends or distributions in the foreseeable future. Our board of directors may, however, declare from time to time such cash dividends or distributions out of the monies legally available for dividends or distributions as the board of directors considers advisable. Any future determination to pay dividends or make distributions will be at the discretion of the board of directors and will depend on our capital requirements, results of operations and such other factors as the board of directors considers relevant.

DESCRIPTION OF COMMON SHARES

Our authorized share capital consists of an unlimited number of Common Shares. As at the date of this Prospectus, 62,374,395 Common Shares are issued and outstanding.

Shareholders are entitled to receive notice of and attend all meetings of shareholders with each Common Share held entitling the holder to one vote on any resolution to be passed at such shareholder meetings. Shareholders are entitled to dividends if, as and when declared by the board of directors of the Company. Shareholders are entitled upon liquidation, dissolution or winding-up of the Company to receive the remaining assets of the Company available for distribution to shareholders.

DESCRIPTION OF DEBT SECURITIES

The Company may issue Debt Securities and the following sets forth certain general terms and provisions of Debt Securities. The particular terms and provisions of Debt Securities offered by a Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to such Debt Securities, will be described in such Prospectus Supplement.

The Debt Securities will be issued in series under one or more trust indentures to be entered into between the Company and a financial institution to which the Trust and Loan Companies Act (Canada) applies or a financial institution organized under the laws of any province of Canada and authorized to carry on business as a trustee. Each

such trust indenture, as supplemented or amended from time to time, will set out the terms of the applicable series of Debt Securities. The statements in this Prospectus relating to any trust indenture and the Debt Securities to be issued under it are summaries of anticipated provisions of an applicable trust indenture and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all provisions of such trust indenture, as applicable.

Each trust indenture may provide that Debt Securities may be issued thereunder up to the aggregate principal amount which may be authorized from time to time by the Company. Any Prospectus Supplement for Debt Securities will contain the terms and other information with respect to the Debt Securities being offered, including (i) the designation, aggregate principal amount and authorized denominations of such Debt Securities, (ii) the currency for which the Debt Securities may be purchased and the currency in which the principal and any interest is payable (in either case, if other than Canadian dollars), (iii) the percentage of the principal amount at which such Debt Securities will be issued, (iv) the date or dates on which such Debt Securities will mature, (v) the rate or rates at which such Debt Securities will bear interest (if any), or the method of determination of such rates (if any), (vi) whether such Debt Securities are to be issued in registered form, “book entry only” form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof, (vii) the dates on which any such interest will be payable and the record dates for such payments, (viii) any redemption term or terms under which such Debt Securities may be defeased, (ix) any exchange or conversion terms, and (x) any other specific terms.

Each series of Debt Securities may be issued at various times with different maturity dates, may bear interest at different rates and may otherwise vary.

The Debt Securities will be direct obligations of the Company. The Debt Securities will be senior or subordinated indebtedness of the Company as described in the relevant Prospectus Supplement.

DESCRIPTION OF WARRANTS

The Company may issue Warrants to purchase Common Shares or Debt Securities. This section describes the general terms that will apply to any Warrants issued pursuant to this Prospectus.

Warrants may be offered separately or together with other Securities and may be attached to or separate from any other Securities. Unless the applicable Prospectus Supplement otherwise indicates, each series of Warrants will be issued under a separate warrant indenture to be entered into between us and one or more banks or trust companies acting as warrant agent. The warrant agent will act solely as our agent and will not assume a relationship of agency with any holders of warrant certificates or beneficial owners of Warrants. The applicable Prospectus Supplement will include details of the warrant indentures, if any, governing the Warrants being offered. The specific terms of the Warrants, and the extent to which the general terms described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement.

Notwithstanding the foregoing, we will not offer Warrants for sale separately to any member of the public in Canada unless the Offering is in connection with and forms part of the consideration for an acquisition or merger transaction or unless the Prospectus Supplement containing the specific terms of the Warrants to be offered separately is first approved for filing by the Commissions in each of the provinces of Canada where the Warrants will be offered for sale.

The Prospectus Supplement relating to any Warrants that we offer will describe the Warrants and the specific terms relating to the Offering. The description will include, where applicable:

the designation and aggregate number of Warrants;
the price at which the Warrants will be offered;
the currency or currencies in which the Warrants will be offered;
the date on which the right to exercise the Warrants will commence and the date on which the right will expire;
the designation, number and terms of the Common Shares or Debt Securities, as applicable, that may be

purchased upon exercise of the Warrants, and the procedures that will result in the adjustment of those numbers;

the exercise price of the Warrants;
the designation and terms of the Securities, if any, with which the Warrants will be offered, and the number of Warrants that will be offered with each Security;
if the Warrants are issued as a Unit with another Security, the date, if any, on and after which the Warrants and the other Security will be separately transferable;
any minimum or maximum amount of Warrants that may be exercised at any one time;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;
material Canadian federal income tax consequences of owning the Warrants; and
any other material terms or conditions of the Warrants.

Warrant certificates will be exchangeable for new warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the Securities subject to the Warrants. We may amend the warrant indenture(s) and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not prejudice the rights of the holders of outstanding Warrants, as a group.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Company may issue Subscription Receipts, separately or together, with Common Shares, Debt Securities or Warrants, as the case may be. The Subscription Receipts will be issued under a subscription receipt agreement. This section describes the general terms that will apply to any Subscription Receipts that we may offer pursuant to this Prospectus.

The applicable Prospectus Supplement will include details of the subscription receipt agreement covering the Subscription Receipts being offered. We will file a copy of the subscription receipt agreement relating to an Offering with the Commissions after we have entered into it. The specific terms of the Subscription Receipts, and the extent to which the general terms described in this section apply to those Subscription Receipts, will be set forth in the applicable Prospectus Supplement. This description will include, where applicable:

the number of Subscription Receipts;
the price at which the Subscription Receipts will be offered and whether the price is payable in instalments;
conditions to the exchange of Subscription Receipts into Common Shares, Debt Securities or Warrants, as the case may be, and the consequences of such conditions not being satisfied;
the procedures for the exchange of the Subscription Receipts into Common Shares, Debt Securities or Warrants;
the number of Common Shares or Warrants that may be exchanged upon exercise of each Subscription Receipt;
the aggregate principal amount, currency or currencies, denominations and terms of the series of Debt Securities that may be exchanged upon exercise of the Subscription Receipts;
the designation and terms of any other Securities with which the Subscription Receipts will be offered, if any, and the number of Subscription Receipts that will be offered with each Security;
the dates or periods during which the Subscription Receipts may be exchanged into Common Shares, Debt Securities or Warrants;
terms applicable to the gross or net proceeds from the sale of the Subscription Receipts plus any interest earned thereon;
material Canadian federal income tax consequences of owning the Subscription Receipts;
any other rights, privileges, restrictions and conditions attaching to the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

Certificates representing the Subscription Receipts will be exchangeable for new certificates representing the Subscription Receipt of different denominations at the office indicated in the Prospectus Supplement. Prior to the exchange of their Subscription Receipts, holders of Subscription Receipts will not have any of the rights of holders of the Securities subject to the Subscription Receipts.

Under the subscription receipt agreement, a Canadian purchaser of Subscription Receipts will have a contractual right of rescission following the issuance of Common Shares, Debt Securities or Warrants, as the case may be, to such purchaser, entitling the purchaser to receive the amount paid for the Subscription Receipts upon surrender of the Common Shares, Debt Securities or Warrants, as the case may be, if this Prospectus, the applicable Prospectus Supplement, and any amendment thereto, contains a misrepresentation, provided such remedy for rescission is exercised within 180 days of the date the Subscription Receipts are issued. This right of rescission does not extend to holders of Subscription Receipts who acquire such Subscription Receipts from an initial purchaser, on the open market or otherwise, or to initial purchasers who acquire Subscription Receipts in the United States or other jurisdictions outside Canada.

Such subscription receipt agreement will also specify that we may amend any subscription receipt agreement and the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision or in any other manner that will not materially and adversely affect the interests of the holder.

DESCRIPTION OF UNITS

The Company may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each of the Securities included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement, if any, under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date. The particular terms and provisions of Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply thereto, will be described in the Prospectus Supplement filed in respect of such Units.

DESCRIPTION OF SHARE PURCHASE CONTRACTS

The Company may issue Share Purchase Contracts, representing contracts obligating holders to purchase from or sell to the Company, and obligating the Company to purchase from or sell to the holders, a specified number of Common Shares at a future date or dates, and including by way of instalment.

The price per Common Share and the number of Common Shares may be fixed at the time the Share Purchase Contracts are issued or may be determined by reference to a specific formula or method set forth in the Share Purchase Contracts. The Company may issue Share Purchase Contracts in accordance with applicable laws and in such amounts and in as many distinct series as it may determine.

The Share Purchase Contracts may be issued separately or as part of Units consisting of a Share Purchase Contract and beneficial interests in Debt Securities, or debt obligations of third parties, including U.S. treasury securities or obligations of our subsidiaries, securing the holders’ obligations to purchase the Common Shares under the Share Purchase Contracts, which we refer to in this Prospectus as share purchase units. The Share Purchase Contracts may require the Company to make periodic payments to the holders of the share purchase units or vice versa, and these payments may be unsecured or refunded and may be paid on a current or on a deferred basis. The Share Purchase Contracts may require holders to secure their obligations under those contracts in a specified manner.

Holders of Share Purchase Contracts are not shareholders of P2 Gold. The particular terms and provisions of Share Purchase Contracts offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply to them, will be described in the Prospectus Supplement filed in respect of such Share Purchase Contracts. This description will include, where applicable: (i) whether the Share Purchase Contracts obligate the holder to purchase or sell, or both purchase and sell, Common Shares and the nature and amount of each of those securities, or the method of determining those amounts; (ii) whether the Share Purchase Contracts are to be prepaid or not or paid in instalments; (iii) any conditions upon which the purchase or sale will be contingent and the consequences if such conditions are not satisfied; (iv) whether the Share Purchase Contracts are to be settled by delivery, or by reference or linkage to the value or performance of Common Shares; (v) any acceleration, cancellation, termination or other provisions relating to the settlement of the Share Purchase Contracts; (vi) the date or dates on which the sale or purchase must be made, if any; (vii) whether the Share Purchase Contracts will be issued in fully registered or global form; (viii) the material income tax consequences of owning, holding and disposing of the Share Purchase Contracts; and (ix) any other material terms and conditions of the Share Purchase Contracts including, without limitation, transferability and adjustment terms and whether the Share Purchase Contracts will be listed on a stock exchange.

DENOMINATIONS, REGISTRATION AND TRANSFER

The Securities will be issued in fully registered form without coupons attached in either global or definitive form and in denominations and integral multiples as set out in the applicable Prospectus Supplement (unless otherwise provided with respect to a particular series of debt Securities pursuant to the provisions of the applicable indenture). Other than in the case of book-entry only Securities, Securities may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed) in the city specified for such purpose at the office of the registrar or transfer agent designated by the Company for such purpose with respect to any issue of Securities referred to in the Prospectus Supplement. No service charge will be made for any transfer, conversion or exchange of the securities, but we may require payment of a sum to cover any transfer tax or other governmental charge payable in connection therewith. Such transfer, conversion or exchange will be effected upon such registrar or transfer agent being satisfied with the documents of title and the identity of the person making the request. If a Prospectus Supplement refers to any registrar or transfer agent designated by the Company with respect to any issue of Securities, we may at any time rescind the designation of any such registrar or transfer agent and appoint another in its place or approve any change in the location through which such registrar or transfer agent acts.

In the case of book-entry only Securities, a global certificate or certificates representing the Securities will be held by a designated depository for its participants. The Securities must be purchased or transferred through such participants, which includes securities brokers and dealers, banks and trust companies. The depository will establish and maintain book-entry accounts for its participants acting on behalf of holders of the Securities. The interests of such holders of Securities will be represented by entries in the records maintained by the participants. Holders of Securities issued in book-entry only form will not be entitled to receive a certificate or other instrument evidencing their ownership thereof, except in limited circumstances. Each holder will receive a customer confirmation of purchase from the participants from which the Securities are purchased in accordance with the practices and procedures of that participant.

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

Owning or holding any of the Company’s securities may subject holders to tax consequences in Canada and elsewhere.

Although the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences of

the acquisition, ownership and disposition of any Securities offered under this Prospectus by an initial investor, the Prospectus Supplement may not describe these tax consequences fully. Each investor should consult their own tax advisor with respect to such investor’s particular circumstances.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office in the city of Vancouver, British Columbia.

INDEPENDENT AUDITOR

The auditor of the Company is PricewaterhouseCoopers LLP, Chartered Professional Accountants (“ PwC ”), located at 1400‐250 Howe Street, Vancouver, British Columbia V6C 3S7. The consolidated annual financial statements of the Company for the years ended December 31, 2020 have been audited by PwC. PwC has confirmed that they are independent of the Company within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

EXPERTS

Qualified persons

All scientific and technical information contained in this Prospectus and the documents incorporated by reference herein have been reviewed and approved in accordance with NI 43-101 by Ken McNaughton, P.Eng. Mr. McNaughton is the Chief Exploration Officer and a Director of the Company and is a “qualified person” as defined by NI 43-101.

The following individuals prepared the Gabbs Project Technical Report:

Eugene Puritch, P.Eng., FEC, CET, Richard H. Sutcliffe, Ph.D, P.Geo., Fred Brown, P.Geo., Jarita Barry, P.Geo of P&E Mining Consultants Inc., each of whom is a “qualified person” as defined by NI 43-101 and were independent of the Company at the time of the preparation of the Gabbs Project Technical Report. The Company hired Fred Brown as Exploration Manager on July 1, 2021.

Interests of experts

Based on information provided by the experts named under “Qualified Persons” above, the registered or beneficial interest, direct or indirect, in any securities or other property of the Company or of one of the Company’s associates or affiliates of each of the above experts, represents less than one per cent of the Company’s outstanding securities, other than Ken McNaughton, P. Eng. In addition, none of the above experts named in the “Qualified Persons” section, is or is expected to be elected, appointed or employed as a director, officer or employee of the Company or of any associate or affiliate of the Company, other than Ken McNaughton, P. Eng. who is a director and officer of the Company and Fred Brown who is the Exploration Manager of the Company.

LEGAL MATTERS

Unless otherwise specified in an applicable Prospectus Supplement, certain legal matters in connection with the Securities offered hereby will be passed upon on behalf of the Company by DuMoulin Black LLP.

PURCHASERS’ STATUTORY AND CONTRACTUAL RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may only be exercised within two business days after receipt or deemed receipt of a Prospectus, the accompanying Prospectus Supplement relating to securities purchased by a purchaser and any amendment thereto. In several of the provinces, the securities legislation further provides a purchaser with remedies for rescission or damages if the Prospectus, the accompanying Prospectus Supplement relating to securities purchased by a purchaser and any amendment thereto contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. The purchaser should refer to any applicable

provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal adviser.

Original purchasers of Warrants (if offered separately), Debt Securities and Subscription Receipts, other than original purchasers who acquire Warrants, Subscription Receipts or Debt Securities in the United States, will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such Warrant, Debt Security and Subscription Receipt, as the case may be. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Warrant, Subscription Receipt or Debt Security, as the case may be, the amount paid upon conversion, exchange or exercise upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable or exercisable security is offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal adviser.

CERTIFICATE OF P2 GOLD INC.

October 15, 2021

This short form base shelf prospectus, together with the documents incorporated herein by reference, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this short form base shelf prospectus, as required by the securities legislation of the provinces of British Columbia, Alberta and Ontario.

“ Joseph Ovsenek ” JOSEPH OVSENEK President, Chief Executive Officer and Chairman

“ Grant Bond ” GRANT BOND Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

“ Ken McNaughton ” KEN MCNAUGHTON Director

“ Michelle Romero ” MICHELLE ROMERO Director

AI assistant

P2 Gold Inc. — Capital/Financing Update 2021

47643_rns_2021-10-15_a2414c17-830c-4121-b4b0-02bab2f11703.pdf

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

NEW ISSUE AND SECONDARY OFFERING

No underwriter has been involved in the preparation of this Prospectus or performed any review of the content of this Prospectus.

TABLE OF CONTENTS

Page

CAUTIONARY NOTE TO UNITED STATES INVESTORS

DOCUMENTS INCORPORATED BY REFERENCE

BUSINESS OF THE COMPANY

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

CAUTIONARY NOTE TO UNITED STATES INVESTORS

DOCUMENTS INCORPORATED BY REFERENCE

2021 (the “ Gabbs Project Technical Report ”);

BUSINESS OF THE COMPANY

Recent Developments

RISK FACTORS

Title matters

Government regulation or changes in such regulation may adversely affect our business

COVID-19 pandemic

Mining and resource risks of exploration and development

The Company has no history of production and no revenue from operations

Specialized skills and knowledge

Cyclicality and seasonality

Competitive conditions

Cycles

Environmental protection

Social and environmental policies

Operating and liquidity risk

Going concern risk

Effects of increased indebtedness

Additional funding requirements

Taxation matters

Uncertainty of Mineral Resource Estimates

Surface rights and access

Indigenous Peoples Land Claims

Security risk

Earnings and dividend record

Foreign currency risk

Uninsured or uninsurable risks

Limited operating history

Environmental and other regulatory risk

Economic risk

Litigation risk

Conflicts of interest

Fluctuating prices

Operating hazards and risks

Current global financial condition

Corruption and bribery risk

Information systems security threats

Dependence on key personnel

Competition

Volatility of market price

Competition for water and water shortages

Archaeological site risk

Reliability of financial statements

Future sales or issuances of equity securities

Use of the net proceeds

Absence of a public market for certain securities

Impact of interest rates on Debt Securities

USE OF PROCEEDS

EARNINGS COVERAGE RATIO

CONSOLIDATED CAPITALIZATION

SELLING SHAREHOLDER

PLAN OF DISTRIBUTION

PRIOR SALES

PRICE RANGE AND TRADING VOLUME

DIVIDEND POLICY

DESCRIPTION OF COMMON SHARES

DESCRIPTION OF DEBT SECURITIES

DESCRIPTION OF WARRANTS

DESCRIPTION OF SUBSCRIPTION RECEIPTS

DESCRIPTION OF UNITS

DESCRIPTION OF SHARE PURCHASE CONTRACTS

DENOMINATIONS, REGISTRATION AND TRANSFER

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

TRANSFER AGENT AND REGISTRAR

INDEPENDENT AUDITOR

EXPERTS

P2 Gold Inc. Capital/Financing Update 2021