Gladiator Metals Announces Closing of Upsized $22.5 Million Bought Deal Private Placement
Gladiator Metals Announces Closing of
Upsized $22.5 Million Bought Deal Private
Placement
Vancouver, British Columbia--(Newsfile Corp. - September 9, 2025) -
Gladiator Metals Corp.
(TSXV:
GLAD) (OTCQB: GDTRF) (FSE: ZX7) ("
Gladiator
" or the "
Company
") is pleased to announce that it
has closed its previously announced upsized private placement (the "
Offering
"). The Offering consisted
of the issuance and sale of (i) 10,563,400 common shares of the Company that qualify as "flow-through
shares" (within the meaning of subsection 66(15) of the
Income Tax Act
(Canada)) (the "
FT Shares
"),
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 (the "
HD Shares
") at a price of $0.92 per HD Share, for gross proceeds of $7,500,024,
for aggregate gross proceeds to the Company of $22,500,052.
The Offering was completed on a "bought deal" private placement basis, with Cormark Securities Inc.
acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including
Beacon Securities Limited, Canaccord Genuity Corp., and Velocity Trade Capital Ltd. (collectively, the
"
Underwriters
").
The Company will use an amount equal to the gross proceeds received from the sale of the FT Shares,
pursuant to the provisions of 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) (the "
Qualifying Expenditures
") related to the Company's projects in the
Yukon Territory. Gladiator intends to use the net proceeds of the HD Shares for working capital and
general corporate purposes. Qualifying Expenditures in an aggregate amount not less than the gross
proceeds raised from the FT Shares will be incurred (or deemed to be incurred) by the Company on or
before December 31, 2026, and will be renounced to the initial purchasers of the FT Shares with an
effective date no later than December 31, 2025.
The Offering remains subject to the final approval of the TSX Venture Exchange.
In accordance with National Instrument 45-106 -
Prospectus Exemptions
("
NI 45-106
"), the FT Shares
and HD Shares were offered for sale to purchasers resident in all Provinces of Canada, including
Quebec, and other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A
of NI 45-106, as amended by Coordinated Blanket Order 45-935 -
Exemptions from Certain Conditions
to the Listed Issuer Financing Exemptio
n (the "
Listed Issuer Financing Exemption
"). The FT Shares
and HD Shares issued to Canadian resident subscribers under the Listed Issuer Financing Exemption
are not 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+ at
www.sedarplus.ca
and on the Company's website at
www.gladiatormetals.com
. The
amended and restated offering document is available in English and in French.
In connection with the Offering, the Company paid the Underwriters a cash commission equal to 6% of
the gross proceeds of the Offering, other than in respect of sales to purchasers on the Company's
president's list which were subject to a reduced cash commission of 3%. The Company also paid an
arm's length finder a cash commission of $100,001.70.
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:
Caitlin Cheadle, Investor Relations
+1-778-403-5139
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, receipt of final approval and the listing of
the FT Shares and the HD Shares on the TSX Venture Exchange, the tax treatment of the FT Shares, the
use of proceeds of the Offering, the incurrence and renunciation of Qualifying Expenditures, and other
matters. 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.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/265670