Gladiator Announces Upsize to C$12 Million

Newsfile Corp.
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Vancouver, British Columbia--(Newsfile Corp. - June 12, 2024) - Gladiator Metals Corp. (TSXV: GLAD) (OTCQB: GDTRF) (FSE: ZX7) ("Gladiator" or the "Company") is pleased to announce that, as a result of demand, it has increased the size of its previously announced non-brokered private placement (see news release dated June 5, 2024).

Gladiator now intends to raise aggregate gross proceeds of up to C$12,000,000 (the "Offering") through the issuance of:

  • 17,000,000 Charity Flow-Through common shares (the "Charity FT Shares") at a price of C$0.61 per Charity FT Share and;

  • 4,075,000 Non-Flow-Through common shares (the "NFT Shares") at a price of C$0.40 per NFT Share.

Gladiator intends to use the proceeds of the Offering to fund its continued exploration program at its Whitehorse Copper Project in the Yukon including diamond drilling for:

  • "continued diamond drilling of advanced prospects Cowley Park and Chief's Trend with the intention of establishing a maiden initial inferred resource" and

  • "new exploration drilling at potential high-grade copper targets along the Whitehorse Copper Belt defined from historical drilling and aeromagnetic surveying"

The Offering is expected to close on or about June 21, 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 Charity 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 Charity 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 Charity 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 Charity FT Shares with an effective date no later than December 31, 2024.

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