Mr. Jason Bontempo reports

GLADIATOR METALS ANNOUNCES UPSIZE IN BOUGHT DEAL PRIVATE PLACEMENT TO C$22.5 MILLION

In connection with Gladiator Metals Corp.'s previously announced bought deal private placement, the company and Cormark Securities Inc. on behalf of a syndicate of underwriters have agreed to increase the size of the private placement to aggregate gross proceeds of approximately $22.5-million.

The offering will consist of the issuance and sale of: (i) 10,563,400 common shares of the company that will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)), at a price of $1.42 per FT share, for gross proceeds of $15,000,028; and (ii) 8,152,200 common shares of the company at a price of 92 cents per HD share, for gross proceeds of $7,500,024, for aggregate gross proceeds to the company of $22,500,052.

The company will use an amount equal to the gross proceeds received by the company from the sale of the FT shares, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the company's projects in the Yukon territory. Gladiator intends to use the net proceeds of the offered HD shares for working capital and general corporate purposes. 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, 2026, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2025.

The offering is expected to close on or about Sept. 9, 2025, or such other date as the company and the underwriters may agree, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the conditional approval of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the FT shares and HD shares will be offered for sale to purchasers resident in all provinces of Canada, other than Quebec, and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by co-ordinated blanket order 45-935 (Exemptions from Certain Conditions to the Listed Issuer Financing Exemption). The FT shares and HD shares issued to Canadian resident subscribers under the listed issuer financing exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an amended and restated offering document related to the offering and the use by the company of the listed issuer financing exemption that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

We seek Safe Harbor.