Gladiator Metals Corp. Announces Completion of Qualifying Transaction and Concurrent Financing
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GLADIATOR METALS CORP.
1430-800 West Pender Street, Vancouver, BC V6C 2V6
October 12, 2021 TSX-V: GLAD
GLADIATOR METALS CORP. ANNOUNCES COMPLETION OF QUALIFYING
TRANSACTION AND CONCURRENT FINANCING
Not for distribution to United States newswire services or for release, publication, distribution or
dissemination directly, or indirectly, in whole or in part, in or into the United States.
VANCOUVER, B.C. – Gladiator Metals Corp. (TSX-V: GLAD) (“Gladiator” or the “ Company”),
formerly Cairo Resources Inc. (TSX-V: QAI.H), is pleased to announce that it has completed its previously
announced acquisition (the “Transaction”) of Bangles Gold Pty. Ltd. (“Bangles”). In connection with the
Transaction, the Company changed its name to “Gladiator Metals Corp.” The Transaction will constitute
the Company’s “Qualifying Transaction” pursuant to Policy 2.4 – Capital Pool Companies of the TSX
Venture Exchange (the “Exchange”) and the Company will carry on the business of Bangles. The Company
also completed its non-brokered private placement of units of the Company (each, a “ Unit”) at a price of
$0.28 per Unit for gross proceeds of approximately $2,380,000 (the “Concurrent Financing”).
The Company’s common shares (the “Common Shares”) will resume trading on the Exchange under the
new ticker symbol “GLAD” after the Exchange’s final conditions for listing are satisfied and the Exchange
issues its final exchange bulletin confirming the completion of the Transaction. The Common Shares are
anticipated to resume trading on or about October 14, 2021.
The focus of the Company’s business going forward will be the acquisition, development and operation of
mineral property, with its principal focus at this stage on the Koonenberry North Project located in New
South Wales (“NSW”), Australia.
The Koonenberry North Project consists of three (3) e xploration licences (the “ EL’s”) totalling 682km2.
The ELs cover sections of the mineralised Koonenberry Fault and associated secondary faults and splays
located in the north west of NSW. Further information about the Koonenberry North Project can be found
in the technical report, entitled “Independent Technical Report, Koonenberry North Project, NSW, Bangles
Gold Pty Ltd” and dated effective May 3, 2021 (the “ Technical Report”), prepared by Geos Mining
Mineral Consultants and authored by Murray Hutton, BA (Hons) Geology, MAIG, a “qualified person” (as
such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects), which
can be found on the Company’s SEDAR profile at www.sedar.com.
The Company acquired all of the issued and outstanding shares of Bangles pursuant to the terms and
conditions of a share exchange agreement dated June 15, 2021 (the “ Share Exchange Agreement ”).
Pursuant to the Share Exchange Agre ement, the Company issued 5,000,000 Common Shares (the
“Payment Shares”) and made a $125,000 cash payment to the former shareholder of Bangles and certain
nominees. The Payment Shares are subject to a Tier 2 Value Security Escrow Agreement pursuant to the
policies of the Exchange. The Company also issued 386,160 Common Shares to a finder for introducing
the Transaction to the Company.
In connection with the completion of the Transaction, the Company is pleased to announce it has appointed
the following individuals to its board of directors and management:
• Ian Harris (Chief Executive Officer and Director)
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• Matthew Roma (Chief Financial Officer and Corporate Secretary)
• Jason Bontempo (Director)
• Darren Devine (Director)
• Shawn Khunkhun (Director)
The Company has completed the Concurrent Financing for gross proceeds of approximately $2,380,000.
Each Unit consists of one Common Share and one half of one Common Share purchase warrant (each whole
warrant, a “Warrant”). Each whole Warrant is exercisable by the holder into one Common Share at a price
of $0.40 per Common Share for a period of twenty- four (24) months from the date of issuance. In
connection with the Concurrent Financing, the Company paid cash finder’s fees of $76,952.38.
The net proceeds fr om the Concurrent Financing will be used by the Company to fund P hase 1 of the
exploration program on the Koonenberry North Project and for working capital purposes. All securities
issued in connection with the Concurrent Financing are subject to a statuto ry hold period of four months
plus a day from the date of issuance in accordance with applicable securities legislation, expiring February
9, 2021.
Following the completion of the Transaction and the Concurrent Financing, the Company has a total of
19,142,627 Common Shares issued and outstanding. The Company also has 4,249,991 Warrants
outstanding and 1,200,000 stock options outstanding, each of which is exercisable into one Common Share
at a price of $0.28 for a period of five years from the date of grant.
Additional information concerning the Qual ifying Transaction, the Company and Bangles is provided in
the Company’s Filing Statement dated August 30, 2021, which can be fo und on the Company’s SEDAR
profile at www.sedar.com. For further information please contact Ian Harris, Chief Executive Officer and
Director, at 604-638-8063.
ON BEHALF OF THE BOARD
“Ian Harris”
Ian Harris
Chief Executive Officer and Director
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction
and has neither approved nor disapproved the contents of this press release. Neither 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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.
Certain of the statements and information in this press 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
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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 or information relate to, among other things the resumption of trading of the Common Shares
on the Exchange and the Company’s business plans.
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 press 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 circumst ances or management’s assumptions, beliefs, expectations or
opinions should change, or changes in any other events affecting such statements or information.