Gladiator Metals Corp. (TSX-V: GLAD) (OTC Markets: GDTRF) (FSE: ZX7), is pleased to announce that it has closed a first tranche of its previously announced brokered private placement offering of 3,858,018 units of the Company at a price of $0.55 per Unit for aggregate gross proceeds of approximately $2.1 million, including a non-brokered portion for gross proceeds of $0.1 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. A second and final tranche of the Offering, for additional gross proceeds of approximately $5.5 million, including a concurrent non-brokered portion of $0.75 million, is expected to be completed on or before July 7^th. The aggregate gross proceeds from both tranches of the Offering is expected to be approximately $7.6 million.

Each Unit consisted of one common share of the Company 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 net proceeds from the sale of Units will be used for the Company’s ongoing exploration drilling program, working capital requirements and other general corporate purposes.

The Units issued pursuant to first tranche of the Offering are subject to a four-month and one day hold period under applicable Canadian securities laws.

In connection with the Offering, the Company paid the Agents a cash commission of $118,014 and issued to the Agents 214,572 compensation warrants of the Company. Each Compensation Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.55 per Common Share for a period of 18 months following the closing of the Offering. The Company also paid the Agents a corporate advisory fee consisting of $3,000 and 5,454 Compensation Warrants.

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 (Cu) ± molybdenum (Mo) ± silver (Ag) ± gold (Au) 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.