Warrior GOLD Announces Equity Share Financing
TSX-V:WAR
WARRIOR GOLD INC.
25 Adelaide Street East Suite 1400, Toronto, ON M5C 3A1 | warriorgoldinc.com | 647 344-3433
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WARRIOR GOLD ANNOUNCES EQUITY SHARE FINANCING
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – February 1, 2019 – Warrior Gold Inc. (TSX-V - WAR) (“Warrior Gold”
or the “Company”) plans to undertake a non-brokered private placement offering of 10,714,285 units to
raise up to $750,000 in addition to the $500,000 non-brokered flow-through financing announced on
January 21, 2019. Each Unit will be priced at $0.07 and will comprise one common share and one-half
common share purchase warrant (each whole common share purchase warrant, a "Warrant" (“the
Offering”). Each Warrant will entitle the holder to purchase one additional common share at a price of $0.15
for a period of one year after the closing of the Offering, provided that, if at any time following the expiry of
the four month hold period the closing price of the shares is greater than $0.30 for 20 or more consecutive
trading days, the Company may give notice to the Warrant holders that the expiry date of the Warrants will
be accelerated and that the Warrants will expire on the 30th business day following the date of notice.
Certain insiders of the Company are expected to participate in the Offering which constitutes a related party
transaction as defined under TSX Venture Exchage Policy 5.9 and Multilateral Instrument 61-101
(“Protection of Minority Security Holders in Special Transactions”). As the Company trades on TSX Venture
Exchange and insider participation will be below the prescribed thresholds outlined in section 5.4 and 5.6
of MI 61-101, the issuance of securities will be exempt from the formal valuation requirements and minority
shareholder approval requirements.
The Company may pay finder’s fees on a portion of the Offering in accordance with applicable securities
laws and the policies of the TSX Venture Exchange. The Offering is subject to certain conditions including,
but not limited to, the receipt of all necessary corporate and regulatory approvals, including acceptance of
the TSXV Venture Exchange. The net proceeds from the Offering will be used by the Company for general
and administrative expenses and for exploration work. All securities issued pursuant to the Offering will be
subject to a statutory four month and one day hold period under applicable securities laws.
About Warrior Gold Inc.
Warrior Gold is a TSX-V listed Company and owns the Goodfish-Kirana Property located five kilometers
from the town of Kirkland Lake, Ontario. The Property is located in the historic Kirkland Lake Gold Camp
which is situated in the prolific Abitibi Greenstone Belt; recognized as one of the world’s highest-grade
greenstone belts with over 200 million ounces of gold produced to date.
The Goodfish-Kirana Property is 11.5 km long by roughly 3 km wide (34 km2) and contains three major
structural trends: the East West trending Kirana Deformation Zone; the North East trending Goodfish
Deformation Zone; and the Victoria Creek DZ on the recently acquired Sutton claims on the north east side
of the property. The Property contains numerous historical gold showings, including 18 historical pits and
shafts.
For additional information please contact:
Danièle Spethmann, P.Geo,
President & CEO,
Warrior Gold Inc.
647 344-3433
Malcolm Burke
Director
Warrior Gold Inc.
604 220-2000
TSX-V:WAR
WARRIOR GOLD INC.
25 Adelaide Street East Suite 1400, Toronto, ON M5C 3A1 | warriorgoldinc.com | 647 344-3433
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements: This press release contains forward-looking statements. Forward-looking statements
are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", “anticipate", "estimate",
"may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions
"may" or "will" occur. The forward-looking statements are based on certain key expectations and assumptions made
by the Company. Although Warrior Gold believes that the expectations and assumptions on which the forward-looking
statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because
Warrior Gold can give no assurance that they will prove to be correct. Since forward-looking statements address future
events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ
materially from those currently anticipated due to a number of factors and risks. In addition to other risks that may affect
the forward-looking statements in this press release are those set out in the Company’s management discussion and
analysis of the financial condition and results of operations for the year ended March 31, 2018 and the second quarter
ended September 30, 2018, which are available at www.sedar.com. The forward-looking statements contained in this
press release are made as of the date hereof and Warrior Gold undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result of new information, future events or otherwise,
unless so required by applicable securities laws.
This press release does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities
and neither this press release nor anything contained in it shall form the basis of any contract or commitment. In
particular, this press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the
United States, or in any other jurisdiction in which such an offer would be illegal.
The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended
(the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not
be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the
Securities Act or an exemption from the registration requirements of the Securities Act is available.