2019 Annual Results Press Release
2019 Annual Results Press Release
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PRESS RELEASE
FOR IMMEDIATE RELEASE TSXV Trading Symbol: GBU
March 11, 2020
2019 Annual Results
Gabriel Resources Ltd. (“Gabriel” or the “Company”) announces the publication of its Annual Results and
Management’s Discussion and Analysis Report for the year ended December 31, 2019.
Summary
• Gabriel remains focused on the progression of its arbitration case against Romania under the rules of the
International Centre for Settlement of Investment Disputes (“ICSID”), part of the World Bank (“ICSID
Arbitration”):
o A hearing on the merits of the claim (“Hearing”) was held from December 2 to 13, 2019.
o The original Hearing was bifurcated by the tribunal constituted to adjudicate the ICSID Arbitration
(“Tribunal”) granting Romania’s request to hold an additional hearing, which is now scheduled to be
held in Paris in the week of September 28, 2020 (“Second Hearing”).
• Following the Romanian Government’s official request for the “reactivation” of its nomination of the “Roşia
Montană Mining Landscape” as a UNESCO World Heritage site in January 2020:
o Gabriel has provided to Romania a notice requesting consultation with regard to Romania’s application
to UNESCO reserving its right to commence a further arbitration if warranted accordingly.
o Gabriel is hopeful that Romania will engage constructively and that it will promptly withdraw its
UNESCO application in order to preserve the possibility that the sustainable development of the Roşia
Montană Project may be part of an amicable resolution of the dispute regarding Gabriel’s investments
in Romania.
o The issuance of the Notice does not in any way interfere with Gabriel’s pursuit of the ICSID Arbitration.
The Company remains focused on the progression and conclusion of the ICSID Arbitration.
• In October 2019, the sale of the remaining ball mill, excluding motors, was completed for aggregate gross
proceeds of US$3.3 million (approx. $4.3 million).
• The net loss for the fourth quarter of 2019 was $18.3 million (Q3 2019 $11.1 million), and for the year
ended December 31, 2019 was $44.5 million, or $0.09 per share.
• Cash and cash equivalents at December 31, 2019 were $25.7 million (Q3 2019 $34.3 million).
• The Company believes that it has sufficient sources of funding for general working capital requirements
and to fund the estimated costs associated with advancing the ICSID Arbitration through the Second
Hearing to the fourth quarter of 2020. The Company has identified a requirement for additional funding in
the medium-term to maintain its primary assets while it awaits a final decision from the Tribunal and to
pursue the ICSID Arbitration to its conclusion.
Dragos Tanase, Gabriel’s President and Chief Executive Officer, stated:
“We believe that the strength of our claim and the credibility of our witnesses were highly evident in front of the
Tribunal at the Hearing and Gabriel looks forward to providing compelling commentary on the quantum and
technical phases of the ICSID Arbitration to be heard next September. Gabriel is fully focused on its preparation
for the Second Hearing and remains very confident in the merits of its ICSID Arbitration claim .”
2019 Annual Results Press Release
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Further information and commentary on the results in the fourth quarter of 2019 and the full financial year is given
below. The Company has filed its Annual A udited Consolidated Financial Statements and related Management’s
Discussion & Analysis on SEDAR at www.sedar.com and each is available for review on the Company’s website at
www.gabrielresources.com.
For information on this press release, please contact:
Dragos Tanase
President & CEO
Phone: +1 425 414 9256
Richard Brown
Chief Financial Officer
Mobile: +44 7748 760276
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Further Information
Status of the ICSID Arbitration
• The ICSID Arbitration seeks compensation for all of the loss and damage suffered by the Company and its
wholly-owned subsidiary, Gabriel Resources (Jersey) Ltd. (together “Claimants”), resulting from the
Romanian State’s (“Respondent”) wrongful conduct and its breaches of the protections afforded by certain
treaties for the promotion and protection of foreign investment to which Romania is a party against
expropriation, unfair and inequitable treatment and discrimination in respect the Roșia Montană Project
and the prospective gold, silver and porphyry copper deposits in the neighbouring Bucium concession area
(“Projects”) and related licenses.
o On May 25, 2018, the Respondent filed a jurisdictional objection with the Tribunal challenging the
jurisdiction of the Tribunal to hear the claims presented by Gabriel Resources (Jersey) Ltd.
(“Jurisdictional Challenge”).
o On November 2, 2018, Claimants filed its reply (“Reply”) with ICSID, a comprehensive rebuttal of the
legal and factual contentions raised in the Respondent’s c ounter-memorial of February 22, 2018
(“Counter-Memorial”), and its response to the Jurisdictional Challenge.
o On February 28, 2019, the Claimants and the Respondent f iled their comments on an amicus curiae
submission to the Tribunal by certain non-governmental organizations (or “non-disputing parties”) who
have opposed the Roșia Montană Project for many years.
o On May 24, 2019, R espondent filed its rejoinder with ICSID (“Rejoinder”) in response to the
Company’s Reply, together with its own reply to the Company’s counter-memorial on the Jurisdictional
Challenge; and
o On June 28, 2019, Claimants filed its surrejoinder on the Jurisdictional Challenge (“Surrejoinder”).
o An oral hearing on the merits of the claim was held in Washington D.C. between December 2 and
December 13, 2019.
• The Hearing was the culmination of an extensive undertaking by the Claimants’ legal counsel, legal and
other experts and fact witnesses, which focused on the evidentiary record in the case and allowed counsel
for both parties to address issues on liability and jurisdiction. The Hearing also afforded the Tribunal the
opportunity to hear testimony from certain of the parties’ fact and expert witnesses , as well as to address
questions to each of the parties.
• In October 2019, the Tribunal ruled that an additional one week oral hearing would be scheduled as soon
as possible after the Hearing. The Second Heari ng has been scheduled for the week of September 28,
2020 and will be held at the ICSID hearing facilities in Paris. The Second Hearing will focus on the technical
and feasibility-related aspects of the Projects and the quantum of the damages claimed.
• On December 7, 2019, the Tribunal granted the E uropean Commission’s request to file a non -disputing
party submission, but rejected the EC’s request to participate in the oral hearings of the ICSID Arbitration.
The Tribunal also decided to provide the parties an opportunity in due course to submit written comments
on the EC’s submission.
2019 Annual Results Press Release
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• On March 10, 2020, the Tribunal issued Procedural Order No. 27 whereby it set out a list of questions
arising from the evidence presented during the Hearing. The parties will have an opportunity to respond to
these questions in a sequential manner during the course of April and May.
• A summary of the procedural aspects of the ICSID Arbitration, together with copies of the procedural orders
of the Tribunal and the princ ipal submissions, including the Memorial, the Counter -Memorial, the Reply
and the Rejoinder are available on ICSID's website. Redacted versions of the transcripts of the Hearing
will also be uploaded to the ICSID website in due course.
UNESCO World Heritage
• On January 31, 2020, the Ministry of Culture in Romania submitted a letter to UNESCO conveying the
Romanian Government’s official request for the “reactivation” of its nomination of the “Roşia Montană
Mining Landscape” as a UNESCO World Heritage s ite. The act of applying to UNESCO for such
designation is wholly incompatible with development of the Roșia Montană Project. The application itself
is an undertaking by Romania to protect the subject area from development and precludes mining, as
would a decision by UNESCO formally approving the application.
• In light of these recent developments and, for the avoidance of doubt, Gabriel has provided notice to
Romania of a dispute under the Treaties with regard to Romania’s application to UNESCO in relation to
Roşia Montană and has reserved its right to commence a further arbitration if warranted accordingly (the
“Notice”).
• In the Notice, Gabriel confirmed that it is prepared to cooperate in good faith at a senior level with the
Romanian Government and other authorities in a process of consultation with regard to the UNESCO
application. Gabriel is hopeful that Romania will engage constructively and that it will promptly withdraw its
UNESCO application in order to preserve the possibility that Romania, and in particular the local
communities in and around Rosia Montana, can enjoy the significant wide- ranging benefits from the
sustainable development of the Project, as part of an amicable resolution of the dispute regarding Gabriel’s
investments in Romania.
• The issuance of the Notice does not in any way interfere with Gabriel’s pursuit of the ICSID Arbitration.
The Company remains focused on the progression and conclusion of the ICSID Arbitration.
VAT Assessment
• As previously reported, an assessment of a liability for value added tax in the amount of RON 27m
(approximately $8.6 million) (“VAT Assessment”) was levied against Roșia Montană Gold Corporation S.A.
(“RMGC”), together with a further demand in respect of RON 18.6 million (approximately $6.0 million) of
related interest and penalties , by the Romanian National Agency for Fiscal Administration (“ANAF”) . The
VAT Assessment relates to VAT refunds previously claimed and received by RMGC from the Romanian
tax authorities in respect of RMGC’s purchase of goods and services from July 2011 to December 2015 .
• On February 6, 2019, the Alba Court of Appeal (Division for Administrative and Tax Claims) ruled in favour
of RMGC’s annulment challenge of the VAT Assessment. ANAF subsequently filed an appeal against th is
decision with the High Court of Cassation and Justice, and the first hearing date has been set as December
2, 2020. RMGC is contesting this appeal and a stay of enforcement granted by the Alba Iulia Court of
Appeal remains in effect for the VAT Assessment and for the interest and penalties demand.
• The Company, along with RMGC, intends to pursue all available legal avenues to challenge the VAT
Assessment along with the interest and penalties and to fully protect its rights and assets .
Financing
• As previously announced, on September 13, 2019, the Company completed closing of a non- brokered
private placement of 81,730,233 units each comprising one common share and one c ommon share
purchase warrant ( with an exercise price of $0.645) for gross proceeds of US$20 million (approximately
$26.4 million).
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Long Lead-Time Equipment
• Long lead-time equipment comprised of crushing and milling equipment was originally procured by the
Gabriel, and the group of companies of which it is directly or indirectly parent (“Group”) between 2007 and
2009 for the operational phase of the Roșia Montană Project. The prospect of the long lead-time equipment
being used in the future for the purpose for which it was purchased is now considered remote.
• On October 18, 2019, RMGC concluded the sale of the remaining ball mill, excluding motors, for aggregate
gross proceeds of US$3.3 million (approx. $4.3 million). Taking into account costs of sale, including
commission payable to the Company’s equipment broker, Gabrie l added to its treasury net cash receipts
of US$2.3 million (approx. $3.0 million) in the fourth quarter of 2019.
• The Company continues, through its agents, to procure the sale of the remaining long lead-time equipment,
comprising predominantly a SAG mill together with a gearless motor drive and ball mill motors.
Liquidity and Capital Resources
• Cash and cash equivalents at December 31, 2019 were $25.7 million.
• Excluding the receipt of proceeds of $3.0 million in respect of the sale of the remaining ball mill and $0.4
million from the exer cise of incentive stock options , the Company’s average monthly cash usage during
Q4 2019 was $4.0 million (Q3 2019: $1.5 million). The higher cash usage in Q4 2019 compared to Q3
2019 was due principally to the increase i n ICSID Arbitration related activities in the period, including
analyzing the Respondent’s Rejoinder and the significant resources necessary to undertake intense activity
preparing for and attending the Hearing in early December 2019.
• At December 31, 2019, accruals for costs in respect of the ICSID Arbitration amounted to $6.5 million (Q3
2019: $4.2 million), primarily reflecting the acceleration in activities in the final quarter of 2019 related to
the ICSID Arbitration in the period.
• The Group had s ufficient funds as at December 31, 2019 to settle all current and existing long- term
liabilities, after taking into account that the Company has the option to repay all or a proportion of the
principal amount of the convertible notes outstanding at maturity by issuing Common Shares. Management
continues to review the Company’s activities in order to identify areas to rationalize expenditures .
• The Company believes that it has sufficient sources of funding to enable the Group to maintain its primary
assets, including its mining license and associated rights and permits, and to fund general working capital
requirements together with the material estimated costs associated with the Company advancing the ICSID
Arbitration through the Second Hearing to the fourth quarter of 2020. The Company will require additional
funding in the medium-term to maintain its primary assets while it awaits a decision fr om the Tribunal and
to pursue the ICSID Arbitration to its conclusion.
Financial Performance
• Operating loss for the year ended December 31, 2019 was $8.2 million lower than the prior year principally
driven by reduced operational expenditures of $32.2 million (2018: $39.5 million) including $18.3 million of
ICSID Arbitration costs (2018: $22.0 million) , $7.1 million of group payroll costs (2018: $10.7 million) and
an impairment charge of $1.0 million relating to the LLTE (2018: $3.9 million) partly offset by a higher
charge in relation to stock-based compensation of $3.0 million in 2019 compared to $0.9 million in 2018.
• Finance costs in 2019 include $9.0 million (2018: $8.0 million) of accreted interest costs in respect of the
debt components of private placements completed in May 2014 and July 2016.
About Gabriel
Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The Company’s principal focus has been the exploration
and development of the Roșia Montană gold and silver project in Romania. The Roşia Montană Project, one of the largest undeveloped
gold deposits in Europe, is situated in the South Apuseni Mountains of Transylvania, Romania, an historic and prolific mining district that
since pre-Roman times has been mined intermittently for over 2,000 years. The exploitation license for the Roşia Montană Project is held
by Roșia Montană Gold Corporation S.A., a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance
held by Minvest Roșia Montană S.A., a Romanian state-owned mining company.
Upon obtaining the License in June 1999, the Group focused substantially all of their management and financial resources on the exploration,
feasibility and subsequent development of the Roşia Montană Proj ect. Despite the Company’s fulfilment of its legal obligations and its
development of the Roşia Montană Project as a high- quality, sustainable and environmentally -responsible mining project, using best
available techniques, Romania has blocked and prevented implementation of the Roşia Montană Project without due process and without
compensation. Accordingly, the Company’s current core focus is the ICSID Arbitration. For more information please visit the Company’s
website at www.gabrielresources.com.
2019 Annual Results Press Release
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Forward-looking Statements
This press release contains “forward-looking information” (also referred to as “forward-looking statements”) within the meaning of applicable
Canadian securities legislation. Forward- looking statements are provided for the purpose of providing information about management’s
current expectations and plans and allowing investors and others to get a better understanding of the Company’s operating env ironment.
All statements, other than statements of historical fact, are forward-looking statements.
In this press release, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered
reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and
contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially different from those
expressed or implied herein. Some of the material factors or assumptions used to develop forwar d-looking statements include, without
limitation, the uncertainties associated with: the ICSID Arbitration, actions by the Romanian Government, conditions or event s impacting
the Company’s ability to fund its operations (including but not limited to the completion of further funding noted above) or service its debt,
exploration, development and operation of mining properties and the overall impact of misjudgments made in good faith in the course of
preparing forward-looking information.
Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below, that may never
materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company’s results to differ materially
from those expressed or implied by such forward- looking statements. Any statements that express or involve discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives, assumptions or f uture events or performance (often, but not always,
identified by words or phrases such as “expects”, “is expected”, “is of the view”, “anticipates”, “believes”, “plans”, “projects”, “estimates”,
“assumes”, “intends”, “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or stating that certain actions, events,
conditions or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms
and similar expressions) are not statements of fact and may be forward-looking statements.
Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:
• the duration, required disclosure, costs, process and outcome of the ICSID Arbitration;
• the advancement of Romania’s nomination of the “Roşia Montană Mining Landscape” as a UNESCO World Heritage site;
• changes in the liquidity and capital resources of Gabriel, and/or the group of companies of which it is directly or indirectly parent;
• access to funding to support the Group’s continued ICSID Arbitration and/or operating activities in the future;
• equity dilution resulting from the conversion or exercise of new or existing securities in part or in whole to Common Shares;
• the ability of the Company to maintain a continued listing on the TSX Venture Exchange or any regulated public market for trading
securities;
• the impact on business strategy and its implementation in Romania of: unforeseen historic acts of corruption, uncertain fiscal
investigations; uncertain legal enforcement both for and against the Group and political and social instability;
• regulatory, political and economic risks associated with operating in a foreign jurisdiction including changes in laws, governments and
legal regimes and interpretation of existing and future fiscal and other legislation;
• volatility of currency exchange rates; and
• the availability and continued participation in operational or other matters pertaining to the Group of certai n key employees and
consultants.
This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements.
Investors are cautioned not to put undue reliance on forward- looking statements, and investors should not infer that there has been no
change in the Company’s affairs since the date of this press release that would warrant any modification of any forward-looking statement
made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on
the Company’s website. All subsequent written and oral forward- looking statements attributable to t he Company or persons acting on its
behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise
revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events
or otherwise, subject to the Company’s disclosure obligations under applicable Canadian securities regulations. Investors are urged to read
the Company’s filings with Canadian securities regulatory agencies which can be viewed online at www.sedar.com.
ENDS