Gladiator Metals Corp. (TSX-V: GLAD) (OTCQB: GDTRF) (FSE: ZX7) is pleased to announce that it has closed its previously announced upsized private placement. The Offering consisted of the issuance and sale of (i) 10,563,400 common shares of the Company that qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)), at a price of $1.42 per FT Share, for gross proceeds of $15,000,028, and (ii) 8,152,200 common shares of the Company at a price of $0.92 per HD Share, for gross proceeds of $7,500,024, for aggregate gross proceeds to the Company of $22,500,052.

The Offering was completed on a “bought deal” private placement basis, with Cormark Securities Inc. acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Beacon Securities Limited, Canaccord Genuity Corp., and Velocity Trade Capital Ltd..

The Company will use an amount equal to the gross proceeds received from the sale of the FT Shares, pursuant to the provisions of the Income Tax Act (Canada), to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in the Income Tax Act (Canada) related to the Company’s projects in the Yukon Territory. Gladiator intends to use the net proceeds of the HD Shares for working capital and general corporate purposes. Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the FT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2026, and will be renounced to the initial purchasers of the FT Shares with an effective date no later than December 31, 2025.

The Offering remains subject to the final approval of the TSX Venture Exchange.

In accordance with National Instrument 45-106 – Prospectus Exemptions, the FT Shares and HD Shares were offered for sale to purchasers resident in all Provinces of Canada, including Quebec, and other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions to the Listed Issuer Financing Exemption. The FT Shares and HD Shares issued to Canadian resident subscribers under the Listed Issuer Financing Exemption are not subject to a hold period pursuant to applicable Canadian securities laws.

There is an amended and restated offering document related to the Offering and the use by the Company of the Listed Issuer Financing Exemption that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.gladiatormetals.com. The amended and restated offering document is available in English and in French.

In connection with the Offering, the Company paid the Underwriters a cash commission equal to 6% of the gross proceeds of the Offering, other than in respect of sales to purchasers on the Company’s president’s list which were subject to a reduced cash commission of 3%. The Company also paid an arm’s length finder a cash commission of $100,001.70.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any 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 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.