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GLAD.V ·

Gladiator Announces C$10M Private Placement

Financings

Gladiator Announces C$10M Private

Placement

Vancouver, British Columbia--(Newsfile Corp. - June 5, 2024) -

Gladiator Metals Corp.

(TSXV: GLAD)

(OTCQB: GDTRF) (FSE: ZX7)

("

Gladiator

" or the "

Company

") announces a non-brokered private

placement to raise gross proceeds of C$10,000,000 consisting of flow-through common shares (the "FT

Shares") offered at a price of $0.61 per FT Share (the "Offering").

Gladiator intends to use the gross proceeds of the Offering to fund its continued exploration program at

its Whitehorse Copper Project in the Yukon including diamond drilling and prospecting work.

The Offering is expected to close on or about June 19, 2024, 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, 2025 and will be renounced by the Company to the initial purchasers of the FT Shares

with an effective date no later than December 31, 2024.

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.

On behalf of the Board of Directors,

Gladiator Metals Corp

.

Jason Bontempo,

CEO

For further information contact:

Dustin Zinger, Investor Relations

+1-604-653-9464

[email protected]

Forward-Looking Statement Cautions:

This press release contains certain "forward-looking statements" within the meaning of Canadian

securities legislation, including, but not limited to, statements regarding the Company's plans with

respect to the Company's projects and the timing related thereto, the merits of the Company's projects,

the Company's objectives, plans and strategies, the Offering and other project opportunities. Although

the Company believes that such statements are reasonable, it can give no assurance that such

expectations will prove to be correct. Forward-looking statements are statements that are not historical

facts; they are generally, but not always, identified by the words "expects," "plans," "anticipates,"

"believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective,", "strategy",

"prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could"

or "should" occur, or are those statements, which, by their nature, refer to future events. The Company

cautions that Forward-looking statements are based on the beliefs, estimates and opinions of the

Company's management on the date the statements are made and they involve a number of risks and

uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate

and actual results and future events could differ materially from those anticipated in such statements.

Except to the extent required by applicable securities laws and the policies of the TSX Venture

Exchange, the Company undertakes no obligation to update these forward-looking statements if

management's beliefs, estimates or opinions, or other factors, should change. Factors that could cause

future results to differ materially from those anticipated in these forward-looking statements include the

risk of accidents and other risks associated with mineral exploration operations, the risk that the

Company will encounter unanticipated geological factors, or the possibility that the Company may not be

able to secure permitting and other agency or governmental clearances, necessary to carry out the

Company's exploration plans, risks of political uncertainties and regulatory or legal changes in the

jurisdictions where the Company carries on its business that might interfere with the Company's

business and prospects. The reader is urged to refer to the Company's reports, publicly available

through the Canadian Securities Administrators' System for Electronic Document Analysis and Retrieval

(SEDAR+) at

www.sedarplus.ca

for a more complete discussion of such risk factors and their potential

effects.

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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE

UNITED STATES

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/211766