News Release

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

WARRIOR GOLD ANNOUNCES EQUITY SHARE FINANCING

Vancouver, British Columbia – February 1, 2019 – Warrior Gold Inc. (TSX-V - WAR) (“Warrior Gold” “Company”) plans to undertake a non-brokered private placement offering of 10,714,285 units to raise up to $750,000 in addition to the $500,000 non-brokered flow-through financing announced on January 21, 2019. Each Unit will be priced at $0.07 and will comprise one common share and one-half common share purchase warrant (each whole common share purchase warrant, a "Warrant" (“the Offering”). Each Warrant will entitle the holder to purchase one additional common share at a price of $0.15 for a period of one year after the closing of the Offering, provided that, if at any time following the expiry of the four month hold period the closing price of the shares is greater than $0.30 for 20 or more consecutive trading days, the Company may give notice to the Warrant holders that the expiry date of the Warrants will be accelerated and that the Warrants will expire on the 30th business day following the date of notice.

Certain insiders of the Company are expected to participate in the Offering which constitutes a related party transaction as defined under TSX Venture Exchange Policy 5.9 and About Warrior Gold Inc.Multilateral Instrument 61-101 (“Protection of Minority Security Holders in Special Transactions”). As the Company trades on TSX Venture Exchange and insider participation will be below the prescribed thresholds outlined in section 5.4 and 5.6 of MI 61-101, the issuance of securities will be exempt from the formal valuation requirements and minority shareholder approval requirements.

The Company may pay finder’s fees on a portion of the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including acceptance of the TSXV Venture Exchange. The net proceeds from the Offering will be used by the Company for general and administrative expenses and for exploration work. All securities issued pursuant to the Offering will be subject to a statutory four month and one day hold period under applicable securities laws.

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.


For additional information please contact:

Danièle Spethmann, P.Geo, President & CEO
Warrior Gold Inc.
(647) 344-3433 | dspethmann@warriorgoldinc.com

Malcolm Burke, Director
Warrior Gold Inc.
(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, 2018 and the second quarter ended September 30, 2018, which are available on the Company’s SEDAR profile 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.