Spartacus Metals Completes Private Placement

Spartacus Metals Inc., a publicly traded junior exploration company holding a portfolio of gold, copper and lithium exploration projects across Canada, has announced the successful completion of a non-brokered private placement. The company issued an aggregate of 7,914,283 units at a price of $0.105 per unit, raising gross proceeds of $830,999.72. Each unit consists of one common share and one common share purchase warrant exercisable at $0.15 for a period of three years, which would result in additional proceeds of $1,187,142.45 if all warrants are exercised.

The proceeds from the private placement will be used to fund several key initiatives. These include the transfer of the Torp Lithium licence into the name of the Company and related registration in Nunavut, the settlement of accrued professional, audit, and filing costs, the engagement of a Qualified Person, the assessment of potential new acquisitions, and a data compilation program across the Company's properties. Additionally, the funds will be utilized for corporate website and investor materials, as well as general working capital and administrative expenses.

Certain insiders of the Company, including Kal Malhi, Jason Bontempo, and Marcus Harden, participated in the private placement by subscribing for an aggregate of 1,945,000 units for aggregate consideration of $204,225. This participation is considered a "related party transaction" under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions (MI 61-101). The Company relied on exemptions from formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to related parties nor the consideration paid by related parties exceeded 25% of the Company's market capitalization.

The Company did not file a material change report at least 21 days prior to closing the private placement, as the extent of insider participation was not finalized until shortly before closing. The Company considered the shorter period reasonable and necessary to complete the private placement in a timely manner and make the proceeds available for the purposes described above.

Effective upon the closing of the private placement, Jason Bontempo and Marcus Harden have been appointed as directors of the Company, subject to acceptance by the TSX Venture Exchange. In connection with the appointments, Kal Malhi has resigned from the board. The board now comprises four directors: Rocco Tassone, Nancy Boufeas, Jason Bontempo, and Marcus Harden.

Jason Bontempo, the Chief Executive Officer and a director of Gladiator Metals Corp. (TSXV: GLAD), has extensive experience in public company management, corporate advisory, investment banking, and resource company accounting. He has served as a director and executive of mineral exploration companies listed on the ASX, AIM, and the TSX Venture Exchange. Since 2021, Bontempo has served as the Chief Executive Officer and a director of Gladiator Metals Corp., where the company acquired an option on the Whitehorse Copper Project in the Yukon and completed financings totaling more than C$65 million.

Marcus Harden, the President of Gladiator Metals Corp., has over twenty years of exploration and management experience in precious and base metals. He has directed exploration at the Whitehorse Copper Project since 2023 and serves as a non-executive director of Many Peaks Minerals Ltd. (ASX: MPK). Harden previously held technical roles with ASX- and TSX-listed exploration companies on projects including Tanjianshan (China), Tabakoroni (Mali), Wahgnion (Burkina Faso), Bellevue (Australia), Pickle Crow (Ontario), and Arakaka (Guyana).

The Company intends to use the proceeds of the private placement for the transfer of the Torp Lithium licence into the name of the Company and related registration in Nunavut; the settlement of accrued professional, audit, and filing costs; the engagement of a Qualified Person, the assessment of potential new acquisitions and a data compilation program across the Company's properties; corporate website and investor materials; and general working capital and administrative expenses.

The private placement remains subject to the final acceptance of the TSX Venture Exchange. The Company's board of directors approved and authorized the release of this news release.