Gladiator Metals Completes $2.1 Million First Tranche of Brokered Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE U.S.

VANCOUVER, British Columbia, June 30, 2023 (GLOBE NEWSWIRE) -- Gladiator Metals Corp. (TSXV: GLAD / OTC Markets: GDTRF / FSE: ZX7) (“Gladiator” or the “Company”), is pleased to announce that it has closed a first tranche of its previously announced brokered private placement offering (the “Offering”) of 3,858,018 units of the Company (each, a “Unit”) at a price of $0.55 per Unit for aggregate gross proceeds of approximately $2.1 million, including a non-brokered portion for gross proceeds of $0.1 million. The Offering was led by Research Capital Corporation as lead agent and sole bookrunner (the “Lead Agent”), on behalf of a syndicate of agents, including Beacon Securities Limited (together with the Lead Agent, the “Agents”). A second and final tranche of the Offering, for additional gross proceeds of approximately $5.5 million, including a concurrent non-brokered portion of $0.75 million, is expected to be completed on or before July 7^th. The aggregate gross proceeds from both tranches of the Offering is expected to be approximately $7.6 million.

Each Unit consisted of one common share of the Company (a “Common Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at an exercise price of $0.90, for a period of 24 months following the closing of the Offering.

The net proceeds from the sale of Units will be used for the Company’s ongoing exploration drilling program, working capital requirements and other general corporate purposes.

The Units issued pursuant to first tranche of the Offering are subject to a four-month and one day hold period under applicable Canadian securities laws.

In connection with the Offering, the Company paid the Agents a cash commission of $118,014 and issued to the Agents 214,572 compensation warrants of the Company (the “Compensation Warrants”). Each Compensation Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.55 per Common Share for a period of 18 months following the closing of the Offering. The Company also paid the Agents a corporate advisory fee consisting of $3,000 and 5,454 Compensation Warrants.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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.

ABOUT GLADIATOR METALS CORP.

Gladiator Metals Corp. is a mineral exploration company focused on the advancement of multiple high- grade copper prospects at its Whitehorse Copper Project (the “Project”), an advanced-stage copper (Cu) ± molybdenum (Mo) ± silver (Ag) ± gold (Au) skarn exploration project in the Yukon Territory, 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 by 5 km 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 totaled 267,500,000 pounds copper, 225,000 ounces of gold and 2,838,000 ounces of silver from 11.1 million tons of mineralized skarn ore were milled (Watson, 1984).

The Project is accessible through numerous access roads and trails located within 2 km 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% 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 6 years. Following the exercise of the option, the Company must pay the optionor or its designee, a 1.0% net smelter returns royalty on the Whitehorse Copper Project.

ON BEHALF OF THE BOARD

"Jason Bontempo"

Jason Bontempo
President and Chief Executive Officer

For further information contact:

Dustin Zinger, Investor Relations
+1-604-653-9464
[email protected]

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.

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 in this news release include, without limitation, statements relating to the use of the proceeds from the Offering.

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 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.