Warrior GOLD Closes $936,805 Oversubscribed Financing
TSX-V:WAR
WARRIOR GOLD INC.
25 Adelaide Street East Suite 1400, Toronto, ON M5C 3A1 | warriorgoldinc.com | 647 344-3433
WARRIOR GOLD CLOSES $936,805 OVERSUBSCRIBED FINANCING
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia - March 20, 2019 – Warrior Gold Inc. (TSX-V - WAR) (“Warrior Gold” or
the “Company”) is pleased to announce that it has closed the previously announced private placements
(see news releases dated January 21, 2019, February 2, 2019 and February 21, 2019) of flow -through
shares and common share units with combined gross cash proceeds received of $936,805.
The Company issued a total of 12,782,927 common share units at a price of $0.07 per unit (the “Units”) for
aggregate proceeds of $894,805. Each Unit consists of one common share and one-half of one common
share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder to acquire one
additional common share of the Company for a period of 12 months from the date of issue at a price of
$0.15 per commons share, provided that should the Company’s shares trade at $0.30 per share or greater
for a period of 20 consecutive trading days following the expiry of the four month hold period, the Warrants
can be accelerated by the Company providing notice to Warrant holders and in such instance, the Warrants
will expire 30 days thereafter. Insiders of the Company subscribed for an aggregate of 2,998,571 Units for
gross proceeds of $209,900 under the Private Placement.
As certain insiders of Warrior Gold participated in this Private Placement, it is deemed to be a "related party
transaction" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation requirement and the
shareholder approval requirement of MI 61-101.
The Company also issued 420,000 flow-through shares at a price of $0.10 per share (“FT Shares”) for
aggregate proceeds of $42,000. Each FT Share consists of one common share issued on a flow-through
basis which entitles the holder to receive the tax benefits applicable to flow-through shares, in accordance
with provisions of the Income tax Act (Canada).
In connection with the Private Placement, the Company paid finders’ fees equal to $40,092.40 in cash and
269,231 common share broker warrants issued on the same terms as the financing Warrants, as permitted
by the policies of the TSX Venture Exchange. All securities issued pursuant to the Private Placement,
including certain insider participation in the Private Placement, are subject to a four-month hold period.
The proceeds from the Unit Private Placement will be used for exploration and general corporate purposes
and the gross proceeds from the FT Share Private Placement will be used for Canadian exploration
expenses and will qualify as “flow-through mining expenditures”, as defined in the Incom e Tax Act
(Canada).
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.
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WARRIOR GOLD INC.
25 Adelaide Street East Suite 1400, Toronto, ON M5C 3A1 | warriorgoldinc.com | 647 344-3433
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
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 third quarter
ended December 31, 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.