/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Sept. 26, 2019 /CNW/ - Warrior Gold Inc.
(TSX-V - WAR) ("Warrior Gold" or the "Company")
is pleased to announce that it has closed the first tranche of its
previously announced non-brokered private placement of up to
$1,500,000 ("the Offering")
raising gross proceeds of $859,983
through the issuance of 4,400,000 flow-through units ("FT
Units") and 4,666,478 hard dollar units ("HD
Units").
Each FT Unit was priced at $0.10
and comprises one flow-through common share and one-half of one
common share purchase warrant (a "FT Warrant") and each HD
Unit was priced at $0.09 and
comprises one common share and one-half of one common share
purchase warrant (a "HD Warrant") of the Company. Each whole
FT Warrant and HD Warrant will entitle the holder, on exercise, to
purchase one additional common share of the Company (a "Warrant
Share"), at a price of $0.15 per
Warrant Share for one year post the closing date, provided,
however, that, if at any time following the expiry of the statutory
four month hold period, the closing price of the common shares on
the TSX Venture Exchange (the "TSXV") is greater than
$0.30 for 20 or more consecutive
trading days, the Warrants will be accelerated and will expire on
the 30th business day following the date of notice of
such acceleration.
As certain insiders of Warrior Gold participated in the
Offering, 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 of Section 5.4 of
MI 61-101 pursuant to Subsection 5.5(b) of MI 61-101 and exempt
from the minority approval requirements of Section 5.6 of MI 61-101
pursuant to Subsection 5.7(a) of MI 61-101.
In connection with the Offering, the Company paid finders' fees
of $31,143 in cash and 323,869 finder
warrants issued on the same terms as the financing Warrants (but
non-transferable), as permitted by the policies of the
TSXV. The securities issued under the Offering are subject to
a four-month hold period from the date of issue in accordance with
applicable securities laws, expiring on January 26, 2020.
The proceeds from the HD Unit Offering will be used for
exploration and general corporate purposes and the gross proceeds
from the FT Unit Offering will be used for Canadian Exploration
Expenses and will qualify as "flow-through mining expenditures", as
defined in the Income Tax Act (Canada).
The securities offered have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), 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 a 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.
About Warrior Gold Inc.
Warrior Gold is a TSX Venture Exchange listed Company that owns
the Goodfish-Kirana Property located five km 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 three km
wide (34 km2) and contains three major structural
trends: the east-west trending Kirana Deformation Zone; the
northeast trending Goodfish Deformation Zone; and the Victoria
Creek Deformation Zone on the recently acquired Sutton claims on the northeast side of the
property. The Property contains numerous historical gold showings,
as well as 18 historical pits and shafts.
For additional information please contact:
Danièle Spethmann, P.Geo.
President & CEO
Warrior Gold Inc.
+1 647 344-3433
dspethmann@warriorgoldinc.com
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, 2019 and the first quarter
ended June 30, 2019, 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.
SOURCE Warrior Gold Inc.