Warrior Gold Closes Oversubscribed Private Placement
TSX-V:WAR
WARRIOR GOLD INC.
25 Adelaide Street East, Suite 1400, Toronto, Ontario, M5C 3A1 | warriorgoldinc.com | +1 647 344-3433
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Warrior Gold Closes Oversubscribed Private Placement
Toronto, September 8, 2021 – Warrior Gold Inc. (TSX -V - WAR) (“Warrior Gold” or the “Company”)
is pleased to announce that further to its press release dated August 13, 2021, the Company has closed
the previously announced private placement financing with the issuance of 14,875,000 units raising an
aggregate of $1,446,250 in gross proceeds. The 14,875,000 units were issued as to 3,625,000 common
share units (the “ HD Units”), 5,000,000 flow-through share units (the “ FT Units”) and 6,250,000 charity
flow-through share units (the “Charity FT Units”) priced at $0.08 per HD Unit, $0.10 per FT Unit and $0.105
per Charity FT Unit (the “Private Placement”). Each Unit comprises one common share, and in the case
of the FT and Charity FT Units, one flow -through share, and one- half of one common share purchase
warrant (each whole common share purchase warrant, a “ Warrant”). Each Warrant entitles the holder to
purchase one additional common share in the capital of the Company for a period of 18 months from the
date of closing of the Private Placement, at a purchase price of $0.15 per common share, provided,
however, that, if, at any time following the statutory four-month hold period, the closing price of the common
shares on the TSX Venture Exchange is greater than $0.20 for 20 or more consecutive trading days, the
Warrants will be accelerated and will expire on the 30th business day following the date of such notice. All
securities issued under the Private Placement will be subject to a four month and one day “hold period”
under applicable Canadian securities legislation.
In accordance with the policies of the TSX Venture Exchange, the Company paid finders’ fees of $26,340
in cash and issued 295,500 compensation warrants exercisable into common shares of the Company at
$0.15 for a period of 18 months from the closing of the Private Placement.
The gross proceeds from the sale of the FT and Charity Units will be used by the Company to incur eligible
"Canadian exploration expenses" that will qualify as "flow-through mining expenditures" as such terms are
defined in the Income Tax Act (Canada) (the " Qualifying Expenditures ") related to the Company's
properties located in Kirkland Lake area of Ontario. The gross proceeds from the sale of the HD Units will
be utilized by the Company for working capital and general corporate purposes.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would
be unlawful.
The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy
5.9 and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) as certain insiders of the Company subscribed for 550,000 FT Units pursuant to the Private
Placement. The Company is relying on the exemptions from the valuation and minority shareholder
approval requirements of MI 61- 101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61- 101, as the
Company is not listed on a specified market and the fair market value of the participation in the Private
Placement by the insiders does not exceed 25% of the market capitalization of the Company in accordance
with MI 61-101. The Company did not file a material change report in respect to the related party transaction
at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the
circumstances in order to complete the Private Placement in an expeditious manner.
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About Warrior Gold Inc.
Warrior Gold is a TSX Venture Exchange listed company that has consolidated a large and prospective
land package in the Kirkland Lake Gold Camp in Ontario, Canada. The Company’s properties are hosted
in the Abitibi Greenstone Belt, one of the world’s best-endowed greenstone belts with over 200 million
ounces of gold produced to date. The properties are host to regional and property-scale mineralized
structures that are considered to be second order structures off the Larder Lake Cadillac Deformation Zone
– LLCDZ – the regional structure in the belt known to be spatially associated with the gold deposits hosted
in the camp.
The properties assembled include: the 100%-owned Goodfish-Kirana, the Arnold property and the recently
optioned KL West (KLW) and KL Central (KLC) properties. Warrior’s land position in the Kirkland Lake Gold
Camp comprises 19,307 ha, over 376 claims and 29 patented claims and ranks the company as one of the
largest landholders in the Kirkland Lake region.
For additional information please contact:
Danièle Spethmann, P.Geo. Daniel Rodriguez
President & CEO Corporate Development
+1 647 344-3433 +1 604 353-4080
[email protected] [email protected]
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, 2021 and the first quarter ended June 30, 2021, which are available on the Company’s profile 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.