Mr. Jason Bontempo reports

GLADIATOR ANNOUNCES CLOSING OF INSTITUTIONAL C$35M PRIVATE PLACEMENT

Gladiator Metals Corp. has closed its BlackRock-led non-brokered private placement, raising gross proceeds of $35,040,000.

The offering consisted of the issuance of seven million charity flow-through common shares at a price of $3.87 per charity FT share and three million non-flow-through common shares at a price of $2.65 per NFT share.

Gladiator intends to use the proceeds of the offering to aggressively accelerate the company's 2026 and 2027 exploration campaign at its flagship Whitehorse copper project and for corporate and general working capital purposes.

In connection with the closing, the company paid finders' fees to eligible finders consisting of the issuance of 300,000 non-transferable share purchase warrants exercisable at $2.65 for a period of two years from the date of closing and cash fees of $556,500. The securities issued under the offering are subject to a hold period under applicable securities laws in Canada expiring four months and one day from July 15, 2026, and are subject to certain closing conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.

The FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). 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). 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 Dec. 31, 2027, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2026.

We seek Safe Harbor.