/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, March 20, 2019 /CNW/ - 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 Income 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.
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.
SOURCE Warrior Gold Inc.
