Gladiator Metals Corp. announced that it has entered into an agreement with Research Capital Corporation as the lead agent and sole bookrunner, on behalf of a syndicate of agents, including Beacon Securities Limited in connection with a best-efforts brokered private placement offering of a combination of the following securities for aggregate gross proceeds of up to CAD 7,000,000 on June 8, 2023. Each Unit at a price of CAD 0.55 per unit and consists of one common share and one-half of one common share purchase warrant and each flow-through unit at an issue price of CAD 0.7975 per Charity FT Unit and consist of one Common Share and and one-half of one Warrant.

Each Warrant shall entitle the holder thereof to acquire one Common Share at an exercise price of CAD 0.90, for a period of 24 months following the Closing Date. The Company will grant the Agents an option to increase the size of the Offering by up to an additional 15% in aggregate gross proceeds of Units. The Agents’ Option may be exercised in whole or in part at any time up to 48 hours prior to the Closing Date.

The Offering is scheduled to close on or about the week of June 28, 2023, or on such other date as agreed upon between the Company and the Lead Agent. Closing of the Offering is subject to the receipt of all necessary regulatory and other approvals, including, but not limited to, the approval of the TSX Venture Exchange. The Offered Securities will be subject to a hold period of four months and one day from the Closing Date in accordance with applicable securities laws.

The Company has agreed to pay to the Agents a cash commission equal to 6% of the aggregate gross proceeds arising from the sale of the Units, and 2% of the aggregate gross proceeds arising from the sale of the Charity FT Units, subject to a reduction for certain orders on a president’s list. In addition, the Company has agreed to issue to the Agents broker warrants in an amount equal to 6% of the number of Units sold in the Offering, subject to a reduction for certain orders on a “president’s list”. Each Broker Warrant will entitle the holder thereof to acquire one Common Share at a price of CAD 0.55 per Broker Share for a period of 18 months following the Closing Date.