Mr. Jason Bontempo reports

GLADIATOR METALS ANNOUNCES CLOSING OF SECOND TRANCHE OF PRIVATE PLACEMENT FOR TOTAL OF $6.8 MILLION

Gladiator Metals Corp. 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 79.75 cents per charity flow-through unit for gross proceeds of approximately $4.7-million. The offering was led by Research Capital Corp. as lead agent and sole bookrunner on behalf of a syndicate of agents, including Beacon Securities Ltd. The aggregate gross proceeds to the company from the completion of the first and second tranches of the offering are approximately $6.8-million.

Each charity flow-through unit consisted of one common share of the company that will qualify as a flow-through share 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 90 cents, for a period of 24 months following the closing of the offering. The purchasers of the charity flow-through units may subsequently donate such charity flow-through units to registered charities, which 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 flow-through units will be used for Canadian exploration expenses within the meaning of the tax act, which will be incurred on or before Dec. 31, 2024, and renounced with an effective date no later than Dec. 31, 2023, to the initial purchasers of the charity flow-through units in an aggregate amount not less than the gross proceeds raised from the issue of charity flow-through units. If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each subscriber of charity flow-through units for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures.

The charity flow-through 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.

About Gladiator Metals Corp.

Gladiator Metals is a mineral exploration company focused on the advancement of multiple high-grade copper prospects at its Whitehorse copper project, an advanced-stage copper-plus-or-minus-molybdenum-plus-or-minus-silver-plus-or-minus-gold skarn exploration project in Yukon, 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 kilometres by five kilometres 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 totalled 267.5 million pounds copper, 225,000 ounces of gold and 2,838,000 ounces of silver from 11.1 million tons of mineralized skarn ore that were milled (Watson, 1984).

The project is accessible through numerous access roads and trails located within two kilometres 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 per cent 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 six years. Following the exercise of the option, the company must pay the optionor or its designee a 1.0-per-cent net smelter return royalty on the Whitehorse copper project.

We seek Safe Harbor.