Spartacus Metals Closes $831,000 Private Placement and Announces Board Changes

HIGHLIGHTS

• Closed non-brokered private placement of 7,914,283 units at $0.105 per unit for gross proceeds of $830,999.72. Each unit comprises one common share and one common share purchase warrant exercisable at $0.15 for three years.
• Proceeds to fund the transfer of the Torp Lithium licence, engagement of a Qualified Person, a data compilation program across the Company's properties and working capital.
• Mr. Jason Bontempo, Chief Executive Officer and a director of Gladiator Metals Corp. (TSXV: GLAD), and Mr. Marcus Harden, President of Gladiator Metals Corp., appointed to the board of directors.

Vancouver, British Columbia--(Newsfile Corp. - September 29, 2026) - Spartacus Metals Inc.(TSXV: SPAR) (formerly Dixie Gold Inc.) ("Spartacus" or the "Company") is pleased to announce that it has closed its non-brokered private placement previously announced on September 9, 2026 (the "Offering"), issuing an aggregate of 7,914,283 units of the Company (each, a "Unit") at a price of $0.105 per Unit for gross proceeds of $830,999.72.

Each Unit consists of one common share of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Share at an exercise price of $0.15 for a period of three years from the date of issue. If all of the Warrants are exercised, of which there can be no assurance, the Company would receive additional proceeds of $1,187,142.45.

All securities issued under the Offering are subject to a statutory hold period expiring on January 29, 2026. No finder's fees were paid in connection with the Offering. The Offering remains subject to the final acceptance of the TSX Venture Exchange (the "Exchange").

The Company intends to use the proceeds of the Offering 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 programme across the Company's properties; corporate website and investor materials; and general working capital and administration expenses.

Certain insiders of the Company, being Kal Malhi, Jason Bontempo and Marcus Harden participated in the Offering, subscribing for an aggregate of 1,945,000 Units for aggregate consideration of $ 204,225. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), respectively, 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, as determined in accordance with MI 61-101.

The Company did not file a material change report at least 21 days prior to closing the Offering, 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 Offering in a timely manner and make the proceeds available for the purposes described above.

COMMENTARY

Rocco Tassone, Chief Executive Officer

Board Changes

Effective upon the closing of the Offering, Mr. Jason Bontempo and Mr. Marcus Harden have been appointed as directors of the Company, subject to acceptance by the Exchange. In connection with the appointments, Mr. Kulwant (Kal) Malhi has resigned from the board. The Company thanks Mr. Malhi for his service and for his contribution during the Company's transition. The board now comprises four directors: Rocco Tassone, Nancy Boufeas, Jason Bontempo and Marcus Harden.

Mr. Bontempo is a chartered accountant with more than twenty years' experience in public company management, corporate advisory, investment banking and resource company accounting in Australia, the United Kingdom and Canada. He has served as a director and executive of mineral exploration companies listed on the ASX, AIM and the TSX Venture Exchange. Mr. Bontempo has been Chief Executive Officer and a director of Gladiator Metals Corp. (TSXV: GLAD) since 2021. During that time Gladiator acquired an option on the Whitehorse Copper Project in the Yukon and completed financings totalling more than C$65 million.

Mr. Harden is a geologist with more than twenty years' exploration and management experience in precious and base metals. He is President of Gladiator Metals Corp., where he has directed exploration at the Whitehorse Copper Project since 2023, and is a non-executive director of Many Peaks Minerals Ltd. (ASX: MPK). He was formerly Principal Geologist at First Quantum Minerals Ltd. He has 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).

Further biographical information for each of Mr. Bontempo and Mr. Harden is included in the Company's news release dated September 9, 2026, available under the Company's profile on SEDAR+ at www.sedarplus.ca.

AUTHORISATION

Approval & Release

ABOUT

Spartacus Metals Inc. (TSXV: SPAR) is a publicly traded junior exploration company holding a portfolio of gold, copper and lithium exploration projects across Canada. For more information, please visit https://dixiegold.ca/.

DISCLAIMER

Neither the 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 buy any securities in the United States. The securities described in this news release 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 in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation (collectively, "forward-looking statements"). Forward-looking statements include, but are not limited to, statements regarding: the intended use of the proceeds of the Offering, including the transfer of the Torp Lithium licence and related registration in Nunavut, the engagement of a Qualified Person, the assessment of potential acquisitions and the data compilation programme; the potential exercise of the Warrants and the proceeds from that exercise; the final acceptance of the Offering by the Exchange; the proposed appointment of Mr. Bontempo and Mr. Harden as directors, the resignation of Mr. Malhi and Exchange acceptance of those changes; and the Company's plans for its properties. Words such as "intends", "expects", "plans", "proposes", "will", "may", "would", "potential" and similar expressions often identify forward-looking statements.

Forward-looking statements are based on the opinions, estimates and assumptions of management as of the date of this news release. These include assumptions that the Company will obtain all required approvals on a timely basis, including from the Exchange and applicable authorities in Nunavut; that the proceeds of the Offering will be sufficient for the purposes described; and that general business, economic and market conditions will not change adversely. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied. These factors include: failure to obtain required regulatory approvals, including Exchange acceptance of the proposed directors; delays in or difficulties with the transfer of the Torp Lithium licence; the reallocation of proceeds for sound business reasons; the Company's limited financial resources and need for additional financing; the Warrants not being exercised; volatility in commodity prices and financial markets; the risks inherent in mineral exploration; and the other risks described in the Company's continuous disclosure filings available on SEDAR+ at www.sedarplus.ca. Although the Company believes the assumptions underlying the forward-looking statements are reasonable, readers are cautioned not to place undue reliance on them. The Company does not undertake to update any forward-looking statements, except as required by applicable securities laws.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316663

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