P2P GROUP LTD. ANNOUNCES CLOSING OF FIRST TRANCHE OF THE PREVIOUSLY ANNOUNCED NON-BROKERED PRIVATE PLACEMENT

VANCOUVER, BC, March 7, 2025 /CNW/ - P2P Group Ltd. (the "Company") (CSE: PPB), announces today that pursuant to its news releases dated February 25, 2025, and March 6, 2025, it closed the first tranche of the non-brokered private placement (the "Financing").

The Company issued 7,596,419 units ("Units") in the capital of the Company at a price of CAD$0.13 per Unit, for gross proceeds of CAD$987,534.47. Each Unit consists of one (1) common share ("Share") and one share purchase warrant (each a "Warrant"). Each Warrant is exercisable by the warrant holder to acquire one additional Share at a price of $0.18 if exercised within 12 months and $0.25 if exercised after 12 months of issuance and before the 24 month expiry period, subject to acceleration. In the event the volume weighted average trading price of the Shares on the Exchange is greater than $0.25 for a period of 10 consecutive trading days, the Company may accelerate the Warrant exercise period, requiring holders to act within 10 business days.

The Company paid finders fees, in cash, in the amount of $4,950.

The securities issued pursuant to the Financing are subject to a statutory hold period of four (4) months plus one (1) day that will expire on July 7, 2025.

One insider of the Company subscribed for 100,000 Units under the Financing, which is a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in subsections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of any related party participation in the Offering, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceed 25% of the Company's market capitalization.

The Company has allocated the net proceeds of the Financing for general working capital and administration purposes.

The Company may close a second and final tranche.

On behalf of the Board,

Edward Clarke
Chief Executive Officer

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING "FORWARD-LOOKING" INFORMATION 

This news release may contain forward-looking statements that are based on assumptions as of the date of this news release. Forward-looking statements are frequently characterized by words such as "anticipates", "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed", "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. All such forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company's control. The reader is cautioned that the assumptions used in the preparation of the forward-looking statements may prove to be incorrect and the actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits, including the amount of proceeds, the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

SOURCE P2P Group Ltd.

For more information, please contact: Investor Relations, Email: [email protected], Phone: [phone]