File: '\\swfile\EmailIn\20240228 170228 Attachment Gladiator Metals Corp. - Early Warning News Release - Howard Coyne.docx'

LEGAL_43312938.4

LEGAL_43312938.4

EARLY WARNING REPORT ISSUED PURSUANT TO NATIONAL INSTRUMENT 62-103 - ACQUISITION OF SECURITIES OF GLADIATOR METALS CORP.

February 28, 2024 TSXV: GLAD

VANCOUVER, BC. - This news release is related the securities of Gladiator Metals Corp. (the "Company"). Howard Coyne (the "Acquiror") announces that he acquired beneficial ownership of 3,000,000 common shares in the capital of the Company (the "Common Shares") pursuant to the terms and conditions of a Mineral Property Option Agreement dated November 8, 2022 (the "Option Agreement"), entered into between H. Coyne & Sons Ltd. ("Coyne & Sons") and the Company (the "Option Payment"). The Acquiror is a beneficial owner of, and has direction and control over, Coyne & Sons.

Immediately prior to the Option Payment, the Acquiror had beneficial ownership and control and direction over an aggregate of 2,040,542 Common Shares, representing approximately 5.0% of the issued and outstanding Common Shares of the Company on an undiluted basis.

Following completion of the Option Payment, the Acquiror had beneficial ownership and control and direction over an aggregate of 5,040,542 Common Shares, representing approximately 11.3% of the issued and outstanding Common Shares on an undiluted basis.

The Option Payment resulted in an approximately 6.3% change in the Acquiror's benfiecial ownership of Common Shares of the Company on an undiluted basis.

The Company was required to issue the Option Payment pursuant to the terms and conditions of the Option Agreement in connection with its partial exercise of an option to acquire certain mineral claims located in the Yukon held by Coyne & Sons. The Acquiror holds the Common Shares for investment purposes. The Acquiror may, depending on market and other conditions, increase or decrease his ownership of the Company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities. However, notwithstanding the foregoing, the Common Shares are, in addition to a statutory hold period of four (4) months plus one (1) day, subject to a voluntary hold period of one (1) year following the date of issuance.

For further information, or to obtain a copy of the Early Warning Report filed under applicable securities laws, please contact Mylinh Pham at 867-335-2732.