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Warrior Gold Closes $936,805 Oversubscribed Financing

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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.


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