Vancouver, British Columbia--(Newsfile Corp. - June 22, 2026) - Gladiator Metals Corp. (TSXV: GLAD) (OTCQB: GDTRF) (FSE: ZX7) ("Gladiator" or the "Company") is pleased to announce it has secured BlackRock as the lead investor in a non-brokered private placement to raise gross proceeds of C$35,040,000 through the issuance of 7,000,000 Charity Flow-Through common shares (the "Charity FT Shares") at a price of C$3.87 per Charity FT Share and 3,000,000 Non-Flow-Through common shares (the "NFT Shares") at a price of C$2.65 per NFT Share (the "Offering").

BlackRock is the world's largest asset management firm, providing investment management services globally.

CEO Jason Bontempo quoted, "Discussions over the last few weeks have resulted in a cornerstone financial commitment from experienced institutional resource investors led by BlackRock World Mining Trust who have a strong track record of investing in emerging growth and natural resource companies. Upon completion, this $35m private placement will bolster treasury to $50m and will fully fund and aggressively accelerate the Company's 2026 and 2027 exploration campaign at its flagship Whitehorse Copper Project.

Drilling plans will now focus on increasing the current 3 active drill rigs to 6 before the end of summer.

Increased and accelerated drill metres in the short term will focus on continued resources discovery at the newly discovered and exciting high-grade copper and gold Cub East prospect and resource definition/discovery at the high-grade copper, gold and molybdenum cornerstone Cowley prospect where both prospects are open along strike and at depth."

The Offering is expected to close on or about July 15, 2026, and is subject to certain closing conditions including, but not limited to, the receipt of all necessary approvals including the conditional approval of the TSX Venture Exchange.

The Company may pay finders' fees under the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. The securities issued under the Offering will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the Offering.

The FT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur eligible resource exploration expenses which will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) as "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the "Qualifying Expenditures"). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares will be incurred (or deemed to be incurred) by the Company on or before December 31, 2027 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2026.

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 (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.

The Company also announces that it proposes to grant 1,000,000 restricted share units ("RSUs") and 1,000,000 incentive stock options ("Options") to certain directors, officers and consultants of the Company. Such grants are subject to TSX Venture Exchange approval. The RSU's will be granted in accordance with the Company's restricted share unit plan and will vest over a two-year term. Each Option is exercisable to purchase one common share of the Company for five years at a price of C$3.00 per common share in accordance with the terms of the Company's stock option plan and subject to time release vesting provisions.

ON BEHALF OF THE BOARD

"Jason Bontempo"
Jason Bontempo
Director and CEO

Forward-Looking Statement Cautions:

Certain of the statements and information in this news release constitute "forward-looking statements" or "forward-looking information". Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) that are not statements of historical fact may be forward-looking statements or information.

Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, the Offering, the need for additional capital by the Company through financings, and the risk that such funds may not be raised; the speculative nature of exploration and the stages of the Company's properties; the effect of changes in commodity prices; regulatory risks that development of the Company's material properties will not be acceptable for social, environmental or other reasons; availability of equipment (including drills) and personnel to carry out work programs; and that each stage of work will be completed within expected time frames. This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company's forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this news release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management's assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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