Mr. Jason Bontempo reports

GLADIATOR ANNOUNCES BLACKROCK LED C$35M FULLY ALLOCATED INSTITUTIONAL PRIVATE PLACEMENT

Gladiator Metals Corp. has secured BlackRock as the lead investor in a non-brokered private placement to raise gross proceeds of $35.04-million through the issuance of seven million charity flow-through common shares at a price of $3.87 per charity FT share and three million non-flow-through common shares at a price of $2.65 per NFT share.

BlackRock is the world's largest asset management firm, providing investment management services globally.

Chief executive officer Jason Bontempo quoted: "Discussions over the last few weeks have resulted in a cornerstone financial commitment from experienced institutional resource investors led by BlackRock World Mining Trust who have a strong track record of investing in emerging growth and natural resource companies. Upon completion, this $35-million private placement will bolster treasury to $50-million and will fully fund and aggressively accelerate the company's 2026 and 2027 exploration campaign at its flagship Whitehorse copper project. Drilling plans will now focus on increasing the current three active drill rigs to six before the end of summer. Increased and accelerated drill metres in the short term will focus on continued resources discovery at the newly discovered and exciting high-grade copper and gold Cub East prospect and resource definition/discovery at the high-grade copper, gold and molybdenum cornerstone Cowley prospect where both prospects are open along strike and at depth."

The offering is expected to close on or about July 15, 2026, 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). 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). 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 Dec. 31, 2027, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2026.

The company also announces that it proposes to grant one million restricted share units (RSUs) and one million incentive stock options to certain directors, officers and consultants of the company. Such grants are subject to TSX Venture Exchange approval. The RSUs will be granted in accordance with the company's restricted share unit plan and will vest over a two-year term. Each option is exercisable to purchase one common share of the company for five years at a price of $3.00 per common share in accordance with the terms of the company's stock option plan and subject to time release vesting provisions.

We seek Safe Harbor.