Warrior Gold Announces Closing of Private Placement

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TORONTO, Ontario, Nov. 21, 2019 /CNW/ - Warrior Gold Inc. (TSX-V - WAR) ("Warrior Gold" or the "Company") is pleased to announce that the Company has closed its previously announced non-brokered private placement (see press releases of September 17 and 26, 2019) raising gross proceeds of $1,010,093 through the issuance of 10,645,478 common shares, relating to subscriptions totaling $520,000 in flow-through units ("FT Units") and $490,093 in hard dollar units ("HD Units").

Each FT Unit was priced at $0.10 and comprised one flow-through common share and one-half of one common share purchase warrant and each HD Unit was priced at $0.09 and comprised one common share and one-half of one common share purchase warrant of the Company. Each whole common share purchase warrant (a "Warrant") will entitle the holder, on exercise, to purchase one additional common share of the Company at a price of $0.15 per common 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 30^th business day following the date of notice of such acceleration. Insiders of the Company subscribed for an aggregate of 1,000,000 FT Units for gross proceeds of $100,000 under the Offering.

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 $32,548 in cash and issued 339,479 finder warrants 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 issuance in accordance with applicable securities laws, expiring on March 21, 2020.