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Warrior Gold Announces Combined $1.5 Million Flow-Through and Hard Dollar Private Placements

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES /

TORONTO , Sept. 17, 2019 /CNW/ - Warrior Gold Inc. (TSX-V - WAR) ("Warrior Gold" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement financing for aggregate gross proceeds of up to $1,500,000 (the "Offering"). The Offering will consist of the sale of flow-through units ("FT Units") at $0.10 per FT Unit and the sale of hard dollar units ("HD Units") at $0.09 per HD Unit.

Each FT Unit will consist of one flow-through common share and one-half of one common share purchase warrant (a "FT Warrant") and each HD Unit will consist of 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 CDN $0.15 per Warrant Share until the close of business on the day which is 12 months from the Closing Date, subject to an accelerated expiry date. 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 is greater than $0.30 for 20 or more consecutive trading days, the Company may give notice to the holders of Warrants that the expiry date of the Warrants will be accelerated and the Warrants will expire on the 30th business day following the date of such notice.

Danièle Spethmann, President and CEO of Warrior Gold commented, "The proceeds of this financing will be utilized to fund a mapping, trenching and sampling program, as well as a 3,500 metre drill program. Field work is underway, and the drilling is anticipated to start in October, or early November 2019.  The drill program will test the A Zone extensions and C Zone as identified by the Company's spring 2019 diamond drilling program. As well, exploration targets identified by the company's previous drilling and compilation work will be tested."  

Warrior Gold may pay finder's fees on a portion of the Offering in accordance with applicable securities laws and the policies of the TSXV.  All securities issued under the Offering will be subject to a four month and one day "hold period" under applicable Canadian securities legislation. 

The gross proceeds from the Offering will be used for Canadian exploration expenses that will qualify as "flow-through mining expenditures", as defined in the Income Tax Act ( Canada ).  The Offering is subject to approval of the TSXV.

The securities offered 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.  This news release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States .

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

Malcolm Burke
Director
Warrior Gold Inc.
+1 604 220-2000
mburke@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.


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