WAR Warrior Gold Inc

TORONTO, Feb. 22, 2023 /CNW/ - Warrior Gold Inc. (TSXV: WAR) ("Warrior Gold" or the "Company") is pleased to announce that it has entered into an asset purchase agreement (the "Purchase Agreement") with New Found Gold Corp. (TSXV: NFG) ("NFG") dated February 16, 2023, pursuant to which Warrior Gold has agreed to acquire from NFG all of the properties comprising its Lucky Strike project (the "Lucky Strike Property") located in the Kirkland Lake gold camp in Ontario, Canada (the "Transaction"). The completion of the Transaction is subject to regulatory approval and certain other conditions as described below.

The Lucky Strike Property

The Lucky Strike Property, located immediately to the east of Warrior Gold's land package, in Kirkland Lake, Ontario, consists of 653 unpatented mining claims covering approximately 11,367 hectares (114 km²).  The combined properties would form the largest land package in the Kirkland Lake Gold Camp with an area of approximately 36,300 hectares (363 km²) (see Map 1). The consolidated land package is 53 kilometres in strike length, hosts ~ 60 kilometres of major, 1^st and 2^nd order mineralized structures, four past-producing operations, some with underground workings, numerous pits and many mineral showings of gold, copper, silver and other precious metals.

The property lies to the north of Agnico Eagle's Macassa Mine on the Main Break and the Upper Beaver deposit currently under development. The Upper Beaver deposit is hosted in the same Blake River rock formation within the Abitibi greenstone belt. The consolidation of the properties represents property acquisitions from 18 prospectors and owners of patented claims.

The Transaction

As of the date hereof, Warrior Gold has 119,099,149 common shares ("Warrior Gold Shares") issued and outstanding. Prior to the closing of the Transaction, Warrior Gold plans to consolidate the outstanding Warrior Gold Shares on the basis of one post-consolidation Warrior Gold Share for each four Warrior Gold Shares as constituted immediately before the consolidation (the "Consolidation") and change its name (the "Name Change") to "Kirkland Lake Discoveries Inc.".

The completion of the Transaction is subject to the approval of shareholders of Warrior Gold ("Warrior Gold Shareholders") of certain matters related to the Transaction as detailed below, and is expected to close no later than May 15, 2023.  Matters to be approved by Warrior Gold Shareholders will be described in further detail in a management information circular (the "Circular") of Warrior Gold relating to an annual and special meeting of Warrior Gold Shareholders, to be held April 17, 2023.  Warrior Gold and NFG are arm's length parties. 

Pursuant to the Purchase Agreement, Warrior Gold will acquire the Lucky Strike Property by issuing to NFG 28,612,500 Warrior Gold Shares, issued on a post-consolidation basis at the time of closing, and granting to NFG, on the closing date, a 1.0% net smelter return royalty on the Lucky Strike Property.

The Purchase Agreement contains customary representations, warranties, covenants, conditions precedent and other terms and conditions. Following the completion of the Transaction and subject to receiving shareholder approval, NFG intends to distribute 100% of the Warrior Gold Shares that it receives in connection with the Transaction to its shareholders.

Conditions to the completion of the Transaction include, but are not limited to:

• the approval of Warrior Gold Shareholders of certain related matters in connection with the Transaction;
• the approval of the TSX Venture Exchange ("TSXV") for the listing of Warrior Gold Shares to be issued in connection with the Transaction on the TSXV;
• no order having been issued that would prevent the Transaction or the trading of the Warrior Gold Shares;
• the reconstitution of Warrior Gold's board of directors and management as described below; and
• the completion of the Private Placement (as described below).
• There can be no assurance that the Transaction will be completed as proposed, or at all.

Board of Directors and Management

Upon completion of the Transaction, the proposed board of directors of Warrior Gold will include:

• Denis Laviolette – Director and Chairman
• Danièle Spethmann – Director, President and Chief Executive Officer
• Gary Nassif – Director
• Stephen Burleton – Director
• Two additional directors to be nominated by NFG at a later date

Private Placement Financing

Warrior Gold also announces that it has entered into an agreement with Canaccord Genuity Corp (the "Agent") in connection with a private placement financing (the "Private Placement"), of subscription receipts (the "Non-FT Subscription Receipts") and flow-through subscription receipts (the "FT Subscription Receipts" and together with the Non-FT Subscription Receipts, the "Subscription Receipts") for aggregate gross proceeds of not less than $10,000,000. The price per Subscription Receipt will be determined in the context of the market (the "Offering Price") and is targeted to be based on a pre- Private Placement and post-Transaction value of Warrior Gold of approximately $20 million.

Each Non-FT Subscription Receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one unit of the Company (each, a "Non-FT Unit") upon the satisfaction of certain escrow release conditions customary for this type of transaction including the satisfaction of the conditions relating to the closing of Transaction (the "Escrow Release Conditions"). Each Non-FT Unit will be comprised of one Warrior Gold Share and one-half of one common share purchase warrant (a "Warrant").  Each FT Subscription Receipt will entitle the holder thereof to receive, without any further action and without payment of additional consideration, and subject to adjustments in certain circumstances, one Warrior Gold Share and one-half of one Warrant, each of which shall be issued as a "flow-through share" as defined in subsection 66(15) of the Income Tax Act (Canada) upon the satisfaction or waiver of the Escrow Release Conditions.

The definitive size of the Private Placement, the pricing of the Subscription Receipts, the allocation as between Non-FT Subscription Receipts and FT Subscription Receipts and the terms of the Warrants will be determined in the context of the market.

The Company intends to complete the offering of Subscription Receipts as soon as practicable upon successful completion of the marketing process on a date to be agreed between the Agent and the Company.

The gross proceeds of the Private Placement (less 50% of the agent's fees and certain expenses of the Private Placement) will be held in escrow pending satisfaction of the Escrow Release Conditions.

The proceeds from the Private Placement are intended to primarily be used to fund its initial planned exploration program at the combined Warrior Gold/Lucky Strike Property and for general working capital purposes. Additional details regarding the Private Placement will be announced in a subsequent news release.

Danièle Spethmann, President and CEO of Warrior Gold stated: "The consolidation of a highly prospective land package in a renowned mining district is a rare and exciting opportunity. Lucky Strike, combined with Warrior Gold's existing claims will make up the largest land package in the Kirkland Lake Gold Camp, with a length of 53 kilometres and over 60 kilometres of known mineralized structures. The size of the new land package and the addition of highly prospective ground acquired by this Transaction creates an exceptional opportunity to add to the discoveries of the district. We are very pleased to be partnering with the New Found Gold team on this endeavor. Together, we will deploy capital and expertise effectively."

Denis Laviolette, Founder and President of NFG commented: "The combination of these land packages delivers a district-scale project, creating excellent conditions for new discoveries. With our access to teams of seasoned professionals that will deploy unique targeting technologies, we will undertake a rigorous exploration program demonstrating the true potential of this region.

"I'm excited by the prospect of this agreement, motivated to redefine the geological paradigm of the region and looking forward to working with our world class teams on this new project."

Scientific and Technical Information

All scientific and technical information set forth herein has been reviewed by Susan Lomas, Warrior's Principal Technical Advisor, and a "qualified person" as defined under National Instrument 43-101.

About Warrior Gold Inc.

Warrior Gold is a TSX Venture Exchange-listed company that has consolidated significant and prospective land packages in the Kirkland Lake Gold Camp in Ontario, Canada. The properties are hosted in the Abitibi Greenstone Belt, one of the world's best-endowed greenstone belts with +200 million ounces of gold produced to date². 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 mines hosted in the camp.

The properties assembled include: the 100%-owned Goodfish-Kirana, the Arnold property and the optioned KL West (KLW) and KL Central (KLC). Warrior Gold's land position in the Kirkland Lake Gold Camp comprises approximately 25,000 ha, over 617 claims and 29 patented claims and ranks the company as one of the largest landholders in the Kirkland Lake region.

Investors are cautioned that, except as disclosed in the management information circular or filing or listing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Warrior Gold should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Neither 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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Warrior Gold's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to, among other things, the completion of the Transaction, the Private Placement (including the proposed use of proceeds thereof), the Name Change, the Consolidation, the number of securities of Warrior Gold that may be issued in connection with the Transaction, the distribution by NFG of Warrior Gold Shares and the ownership and board of directors of Warrior Gold following the Transaction, shareholder and regulatory approval, the anticipated timing of the meeting of Warrior Gold Shareholders, and the parties' ability to satisfy closing conditions and receive necessary approvals. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Warrior Gold and NFG. Although such statements are based on reasonable assumptions of Warrior Gold's management, there can be no assurance that the Transaction will occur, or that if the Transaction does occur, it will be completed on the terms described above.

Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of all necessary regulatory and shareholder approvals and satisfaction of other conditions to the completion of the Transaction, availability of necessary financing, potential mineralization on the Lucky Strike Property, and other similar matters. While Warrior Gold considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect.   Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks inherent in the exploration and development of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined, risks relating to variations in grade or recovery rates, risks relating to changes in mineral prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits, financing, capitalization and liquidity risks, title and environmental risks, and risks relating to the failure to receive all requisite shareholder and regulatory approvals.

The forward-looking information contained in this release is made as of the date hereof, and Warrior Gold is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement 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.