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Legal

P2 GOLD INC.

In this website, "we", "us", "our", the "Company" and "P2" refer to P2 Gold Inc. Inc. and/or one or more or all of its affiliates, as may be applicable.

NON-COMMERCIAL INDIVIDUAL REFERENCE USE ONLY

The entire contents of this website are protected by copyright and may be used and copied for non-commercial, individual reference only. Any other use of the contents of this website is prohibited unless the user first obtains P2's written permission.

NO WARRANTIES

The information on this website is not intended to be a comprehensive review of all matters and developments concerning P2. The information and materials contained on this website are provided (a) solely for the user's general knowledge, and (b) on an "as is" basis without warranties, representations or conditions of any kind, whether express or implied, including but not limited to implied warranties, representations or conditions of merchantability, fitness for a particular purpose and non-infringement of intellectual property and that any such warranties, representations or conditions are hereby expressly disclaimed. P2 assumes no responsibility for the completeness, accuracy and currency of the information contained on this website. In no event shall P2 be liable or responsible in any way for any claims, expenses, damages (including direct, indirect, special, punitive or consequential damages), loss of profits, opportunities or information whatsoever arising from or related to the use of or inability to use this website and the information and materials provided.

All stock quotes, metal price data and historical stock price data are provided by third party service providers, are provided for informational purposes only, and are not intended for trading purposes. P2 makes no representation or warranty regarding the sequence, accuracy or completeness of any stock quotes, metal price data or historical stock price data and has not taken any steps to verify the adequacy, accuracy or completeness of such information. P2 assumes no responsibility for the sequence, completeness, accuracy or currency of any stock quotes, metal price data or historical stock price data available on this website or other data displayed. In no event shall P2 be liable or responsible in any way for any delays, inaccuracies, errors or omissions in any such information or data or in the transmission thereof, or for any claims, expenses, damages (including direct, indirect, special, punitive or consequential damages), loss of profits, opportunities or information whatsoever arising from or related to reliance on this information or data or the risks arising from the stock market.

EXCLUSION OF LIABILITY

P2 shall not be liable for any claims, expenses, damages (including direct, indirect, special, punitive or consequential damages), loss of profits, opportunities or information whatsoever arising from or related to: (a) the use of or reliance on information contained on this website; (b) any inaccuracy or omission in such information or failure to keep the information current; (c) use of any third party websites linked or referred to in this website; (d) any delays, inaccuracies or errors in, or in the transmission of, any stock or metal price quotes or historical price data; (e) any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website; and (f) any other matter connected with the website; even if P2 is made aware of the possibility of such claims, expenses damages or losses.

NO SOLICITATION

The information on this website is not intended to and does not constitute an offering of securities in any jurisdiction and in no way should be interpreted or construed as such. P2 is subject to the securities laws of various jurisdictions and no securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by P2 to that effect. The information on this website is not intended to modify, qualify, supplement or amend information disclosed or provided by P2 pursuant to applicable securities and other laws and should not be used to make investment decisions involving P2’s securities.

Information disclosed or provided by P2 pursuant to the securities laws of those jurisdictions is not intended to be in any way qualified, amended, modified or supplemented by the information otherwise available in, through, or on this website. P2's public filings can be viewed in Canada under our profile on SEDAR at www.sedar.com.

THIRD PARTY LINKS

All links or references to other websites are provided merely as a convenience to the user. P2 has no control over the linked or referenced websites and makes no representation or warranty regarding the completeness, accuracy and currency of the information located on the linked or referenced websites. P2 does not endorse and is not responsible or liable for the content, nature or reliability of any linked or referenced website or any link contained in a linked or referenced website. P2 accepts no responsibility for such websites, including but not limited to responsibility for monitoring, updating, supplementing or correcting any information on any linked or referenced website. Please be aware that in linking or going to these outside websites, you are leaving the P2 website and that P2 is not responsible for the content of any other site.

NOTE REGARDING FORWARD-LOOKING INFORMATION

Cautionary Statement on Forward-Looking Information

This website 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:

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 in the Company’s annual information form dated August 9, 2021 filed on SEDAR at www.sedar.com for a discussion of these risks as well as those contained in the management’s discussion and analysis for the year ended December 31, 2020.

For the reasons set forth above, readers should not place undue reliance on forward-looking information.

P2 does not assume any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking information, other than as required by applicable law.

NATIONAL INSTRUMENT 43-101 DEFINITIONS

Canadian reporting requirements for disclosure of mineral properties are governed by NI 43-101. The definitions given in NI 43 101 are adopted from those given by the Canadian Institute of Mining Metallurgy and Petroleum.

MINERAL RESOURCE

The term “Mineral Resource” refers to a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of increasing geological confidence, into Inferred, Indicated and Measured categories.

MEASURED MINERAL RESOURCE

The term “Measured Mineral Resource” refers to part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with confidence sufficient to allow the appropriate application of Modifying Factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing and is sufficient to confirm geological and grade or quality continuity between points of observation. A Measured Mineral Resource has a higher level of confidence than that applying to either an Indicated Mineral Resource or an Inferred Mineral Resource. It may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.

INDICATED MINERAL RESOURCE

The term “Indicated Mineral Resource” refers to that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics are estimated with sufficient confidence to allow the application of Modifying Factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing and is sufficient to assume geological and grade or quality continuity between points of observation. An Indicated Mineral Resource has a lower level of confidence than that applying to a Measured Mineral Resource and may only be converted to a Probable Mineral Reserve.

INFERRED MINERAL RESOURCE

The term “Inferred Mineral Resource” refers to that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. An Inferred Mineral Resource has a lower level of confidence than that applying to an Indicated Mineral Resource and must not be converted to a Mineral Reserve. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.

MODIFYING FACTORS

“Modifying Factors” are considerations used to convert Mineral Resources to Mineral Reserves. These include, but are not restricted to, mining, processing, metallurgical, infrastructure, economic, marketing, legal, environmental, social and governmental factors.

MINERAL RESERVE

The term “Mineral Reserve” refers to the economically mineable part of a Measured and/or Indicated Mineral Resource. It includes diluting materials and allowances for losses, which may occur when the material is mined or extracted and is defined by studies at Pre-Feasibility or Feasibility level as appropriate that include application of Modifying Factors. Such studies demonstrate that, at the time of reporting, extraction could be reasonably justified. The reference point at which Mineral Reserves are defined, usually the point where the ore is delivered to the processing plant, must be stated. It is important that, in all situations where the reference point is different, such as for a saleable product, a clarifying statement is included to ensure that the reader is fully informed as to what is being reported. The public disclosure of a Mineral Reserve must be demonstrated by a Pre-Feasibility Study or Feasibility Study.

PROBABLE MINERAL RESERVE

The term “Probable Mineral Reserve” refers to the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.

PROVEN MINERAL RESERVE

The term “Proven Mineral Reserve” refers to the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.

QUALIFIED PERSON

The term “Qualified Person” refers to an individual who is an engineer or geoscientist, holding the required accreditation, with at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that has experience relevant to the subject matter of the project and report and is a member in good standing of a professional association.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

Technical disclosure on this website has 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 website are Canadian mineral disclosure terms as defined in accordance 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 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 current 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.

NON-IFRS FINANCIAL PERFORMANCE MEASURES

This website includes certain non-IFRS measures. The Company believes that these measures, in addition to measures prepared in accordance with International Financial Reporting Standards (“IFRS”), provide readers an improved ability to evaluate the underlying performance of the Company and to compare it to information reported by other companies. The non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures do not have any standardized meaning prescribed under IFRS, and therefore may not be comparable to similar measures presented by other issuers. Refer to the Company’s latest MD&A for further details.

NO RESPONSIBILITY FOR INTERNET SOFTWARE OR COMPUTER VIRUSES

Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. P2 shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.

USE OF INFORMATION

Any information communicated to P2 through this website becomes P2's exclusive property. P2 shall be entitled to use any such information for any purpose without restriction or compensation to any person. Such information provided by the user shall be deemed to be non-confidential.

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