Gladiator Metals Corp. (TSX-V: GLAD) (OTC Markets: GDTRF) (FSE: ZX7) is pleased to announce that it has closed the second tranche of its previously announced brokered private placement offering consisting of 5,908,728 flow-through units of the Company sold to charitable purchasers at a price of $0.7975 per Charity FT Unit for gross proceeds of approximately $4.7 million. The Offering was led by Research Capital Corporation as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Beacon Securities Limited. The aggregate gross proceeds to the Company from the completion of the first and second tranche of the Offering is approximately $6.8 million.

Each Charity FT Unit consisted of one common share of the Company that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Tax Act that will be issued as part of a charity arrangement and one-half of one common share purchase warrant. Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.90, for a period of 24 months following the closing of the Offering. The purchasers of the Charity FT Units may subsequently donate such Charity FT Units to registered charities, who may sell such securities to purchasers arranged by the Agents without any flow-through tax benefits.

The gross proceeds from the issuance of the Charity FT Units will be used for “Canadian Exploration Expenses” within the meaning of the Tax Act, which will be incurred on or before December 31, 2024 and renounced with an effective date no later than December 31, 2023 to the initial purchasers of the Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of Charity FT Units. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of Charity FT Units for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures.

The Charity FT Units issued pursuant to the second tranche of the Offering are subject to a four-month and one day hold period from the date of issuance under applicable Canadian securities laws.

In connection with the Offering, the Company paid the Agents a cash commission of $94,244.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ABOUT GLADIATOR METALS CORP.

Gladiator Metals Corp. is a mineral exploration company focused on the advancement of multiple high- grade copper prospects at its Whitehorse Copper Project, an advanced-stage copper ± molybdenum ± silver ± gold skarn exploration project in the Yukon Territory, Canada. The Project comprises 314 contiguous claims covering approximately 5,380 Hectares (13,294 acres) in the Whitehorse Mining District.

Copper mineralization was first discovered in 1897 on the Whitehorse Copper Belt, as it came to be known. The Whitehorse Copper Belt comprised over 30 copper-related, primarily skarn occurrences covering an area of 35 by 5 km in a northwesterly trending arc. Exploration and mining development have been carried out intermittently since that time with the main production era lasting between 1967 and 1982 where production totaled 267,500,000 pounds copper, 225,000 ounces of gold and 2,838,000 ounces of silver from 11.1 million tons of mineralized skarn ore were milled (Watson, 1984).

The Project is accessible through numerous access roads and trails located within 2 km of the South Klondike Highway and the Alaska Highway. An extensive network of historical gravel exploration and haul roads exists throughout the project area, providing excellent access to the majority of the claim package. Access to existing electric power facilities is available through the main Yukon power grid.

In November 2022, Gladiator executed an option agreement to acquire 100% of the Whitehorse Copper Project by incurring exploration expenditure of $12 million on the project, staged payment of $300,000 in cash and the staged issue of 15 million shares over 6 years. Following the exercise of the option, the Company must pay the optionor or its designee, a 1.0% net smelter returns royalty on the Whitehorse Copper Project.