/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, Feb. 1, 2019 /CNW/ - 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.
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.
SOURCE Warrior Gold Inc.