Warrior Gold Inc. (TSX-V: WAR) is pleased to announce that it has entered into an asset purchase agreement with New Found Gold Corp. (TSX-V: 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 located in the Kirkland Lake gold camp in Ontario, Canada. 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  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 and change its name to “Kirkland Lake Discoveries Inc.”.

The completion of the Transaction is subject to the approval of shareholders of Warrior Gold 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 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 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 in connection with a private placement financing, of subscription receipts and flow-through 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 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 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. Each Non-FT Unit will be comprised of one Warrior Gold Share and one-half of one common share purchase warrant.  Each FT Suscription 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.

Map 1 – Combined land package, approximately 36,300 hectares (363 km2)[1] (CNW Group/Warrior Gold Inc.)