2019 Second Quarter Press Release
2019 Second Quarter Press Release
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PRESS RELEASE
FOR IMMEDIATE RELEASE TSXV Trading Symbol: GBU
August 2, 2019
2019 Second Quarter Report
Gabriel Resources Ltd. (“Gabriel” or the “Company”) announces the publication of its Second Quarter Financial
Statements and Management’s Discussion and Analysis Report for the period ended June 30, 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”). A hearing on the merits of the claim is scheduled to be held in Washington D.C. from
December 2 to 13, 2019. The following final substantive submissions were made by the parties in Q2 2019:
On May 24, 2019, Romania (“Respondent”) filed its rejoinder with ICSID (“Rejoinder”) in response to
the Company’s reply submission of November 2, 2018 (“Reply”), together with its own reply to the
Company’s counter-memorial on the objection to the jurisdiction of the Tribunal that Respondent filed
with ICSID in May 2018 (“Jurisdictional Challenge”); and
On June 28, 2019 Gabriel filed its surrejoinder on the Jurisdictional Challenge (“Su rrejoinder”).
On June 18, 2019, an addendum providing for the extension of the term of the exploitation concession
license No. 47/1999 (“License”) for the Roșia Montană gold and silver project (“Roșia Montană Project”)
to June 20, 2024, including an increased royalty rate from 4% to 6% on mineral production value, was
concluded between Gabriel’s principal operating subsidiary, Roșia Montană Gold Corporation S.A
(“RMGC”) and the Romanian National Agency for Mineral Resources (“NAMR”).
The net loss for the second quarter of 2019 was $7.4 million (Q1 2019 $7.7 million).
On June 19, 2019, RMGC concluded an agreement with an interested buyer for an option to purchase the
remaining ball mill and received a non -refundable deposit of US$325,000. Completion of the sale is
expected to take place in Q3 2019 for gross proceeds of US$3.25 million.
As at June 30, 2019, the Company held $12.7 million of cash and cash equivalents. The Company believes
that it has sufficient sources of funding to cover its planned activities through November 2019 and is
currently planning to raise additional financing in 2019.
The Romanian National Agency for Fiscal Administration (“ANAF”) has appealed a February 6, 2019
decision of the Alba Iulia Court of Appeal which ruled in favour of the annulment challenge by RMGC to
the assessment of a liability for value added tax in the amount of RON 27m (“VAT Assessment”) . A first
hearing date for the appeal has been set as December 2, 2020. RMGC will contest this appeal.
In the second quarter, shareholders elected Mr. Ali Erfan and Mr. Dan Kochav as new directors to the
Board of Gabriel (“Board”), Mr. Richard Brown has been appointed by the Board as Chief Financial Officer
(“CFO”), and Mr. Simon Lusty, the Group General Counsel, has been appointed as Corporate Secretary .
Dragos Tanase, Gabriel’s President and Chief Executive Officer, stated:
“In the second half of 2019 , Gabriel will continue its clear focus on two priority issues: (i) thorough preparation
for the ICSID Arbitration hearings, an opportunity to substantiate and reinforce the compelling written arguments
supporting the $5.7 billion arbitration claim and (ii) securing long term financing for the Corporation to ensure
sufficient funding until an ICSID award judgment is made.”
2019 Second Quarter Press Release
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Further information and commentary on the results in the second quarter of 2019 are given below. The Company
has filed its Unaudited Condensed Interim Consolidated Financial Statements for Q 2 2019 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: +4021 223 1351
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 losses and damages suffered by the Company and
its wholly-owned subsidiary, Gabriel Resources (Jersey) Ltd. (together “Claimants”), resulting from the
Romanian State’s 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 pro spective
gold, silver and porphyry copper deposits in the neighbouring Bucium concession area (“Projects”) and
related licenses.
o On May 25, 2018, the Respondent filed the Jurisdictional Challenge with ICSID challenging the
jurisdiction of the Tribunal to hear the claims presented by Gabriel Resources (Jersey) Ltd.
o On November 2, 2018, Claimants filed its Reply with ICSID, a comprehensive rebuttal of the legal and
factual contentions raised in the Respondent’s c ounter-memorial of February 22, 2018 , and its
response to the Jurisdictional Challenge.
o On February 28, 2019, the Claimants and the Respondent filed 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 The Respondent filed its Rejoinder and reply on the Jurisdictional Challenge on May 24, 2019.
o Gabriel filed its Surrejoinder on the Jurisdictional Challenge on June 28, 2019.
The oral hearings on the merits of the claim are scheduled to take place in Washington D.C. between
December 2 and 13, 2019. Gabriel, together with its counsel, White & Case LLP, is currently analyzing the
Rejoinder and preparing for the hearings.
A redacted version of the Reply was published on the ICSID website on February 8, 2019 following
completion of a process prescribed by the procedural orders of the Tribunal. The Rejoinder is subject to
the confidentiality provisions of the procedural orders issued by the Tribunal, which can be found on the
ICSID website, and Gabriel anticipates the Rejoinder will be published on the ICSID website in the second
half of 2019.
VAT Assessment
As previously reported, the VAT Assessment levied against RMGC (together with a further demand in
respect of related interest and penalties) by ANAF 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 f rom
July 2011 to January 2016.
On April 5, 2018, RMGC initiated an action before the Alba Iulia Court of Appeal (Division for Administrative
and Tax Claims) seeking the annulment of the VAT Assessment. On February 6, 2019, the Alba Court of
Appeal ruled in favour of RMGC’s annulment challenge of the VAT Assessment . On February 28, 2019,
RMGC received a copy of the Alba Court of Appeal’s written decision. ANAF subsequently filed an appeal
against this decision in March 2019 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.
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RMGC also filed a request for a stay of enforcement of the VAT Assessment before the Alba Iulia Court of
Appeal on August 10, 2017. On October 2, 2017, the Alba Iulia Court of Appeal admitted RMGC’s request
for a stay of enforcement of the VAT Assessment, pending the determination of RMGC’s annulment
challenge of the VAT Assessment. ANAF subsequently filed an appeal against this decision with the High
Court of Cassation and Justice. On February 28, 2019, the High Court of Cassation and Justice dismissed
ANAF’s appeal and the stay of enforcement remains in effect.
The Company 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.
Extension of the License
RMGC holds the License for the Roșia Montană Project which was due to expire on June 21, 2019 following
its initial 20 year term. In March 2019, RMGC submitted an application to NAMR requesting the extension
of the term of the License for a further period of five years.
In mid-June 2019, NAMR presented to RMGC a draft addendum to the License providing for, amongst
other things, a 5-year term extension and the establishment of an increased royalty rate from 4% to 6% on
mineral production value, the 6% rate being the level of royalty set forth in Romanian law since 2014.
NAMR made it clear to RMGC that the License would not be extended unless RMGC agreed to such royalty
provision. Gabriel and RMGC has conveyed in writing its strong disagreement with NAMR’s position and
interpretation of the law and NAMR’s handling of the License extension process. Notwithstanding, Gabriel
and RMGC concluded that, in view of the circumstances, there was no other way to preserve RMGC’s
existing rights under law, including an extension of its License, other than to accept the inc reased royalty
rate, as required by NAMR. Accordingly, an addendum providing for the extension of the term of the
License to June 20, 2024, and including the revised royalty rate, was concluded on June 18, 2019.
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.
Since December 2015, when the Company formally engaged two specialist agents to broker the sale of
this equipment, the Group has sold a gyratory crusher plus spares and a ball mill plus motors and spares.
On June 19, 2019, RMGC concluded an agreement with an interested buyer for an option to purchase the
remaining ball mill and received a non -refundable deposit of US$325,00 0. On August 1, 2019, the option
was taken up by the buyer and completion of the sale is expected to take place in Q3 2019 for gross
proceeds of US$3.25 million.
The Company continues, through its agents, to procure the sale of the remaining long lead-time equipment,
comprising predominantly a SAG mill and ball mill motors.
Liquidity and Capital Resources
Cash and cash equivalents at June 30, 2019 were $12.7 million, inclusive of the above-mentioned deposit
of approximately $0.43 million.
The Company’s average monthly cash usage during Q2 2019 was $1.4 million (Q1 2019: $2.6 million).
The lower cash usage in Q2 2019 was due principally to the reduced Arbitration related activities in the
period and the payment of one -off costs in Q1 2019 in respect of the License extension application,
insurance premia and compensation awards. At the end of Q2 2019, accruals for costs in respect of the
ICSID Arbitration amounted to $1.4 million (Q1 2019: $0.3 million), reflecting the higher Arbitration related
activity in the period analysing the Rejoinder.
The Company believes that it has sufficient sources of funding to cover its planned activities th rough
November 2019. The Group will require additional funding to maintain its primary assets, including its
License and associated rights and permits, and to fund the estimated costs associated with the Company
advancing the ICSID Arbitration. Management is currently planning to raise additional financing in 2019
and continues to review the Company’s activities in order to identify areas to rationalize expenditures .
2019 Second Quarter Press Release
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Financial Performance
The net loss for the second quarter of 201 9 was $7.4 million, a decrease of $6 .4m from a loss of $ 13.8
million in the corresponding period in 201 8, primarily due to inclusion in the 2018 operating loss of an
impairment charge of $3.9m relating to the LLTE, and the significantly higher 2018 legal and other advisory
activity levels following the filing by Romania of its Counter-Memorial in February 2018 and the
Jurisdictional Challenge in May 2018.
Director and Management Changes
On June 20, 2019, the Company announced that all of the matters submitted to shareholders were
approved by the requisite majority of votes cast at its annual and special meeting on that date, including a
resolution electing Mr. Ali Erfan and Mr. Dan Kocha v as new directors to the Board in the stead of Mr.
David Kay and Mr. William Natbony, who did not stand for re-election.
As previously indicated by the Company, Mr. Richard Brown, who was Chief Commercial Officer and
Corporate Secretary, has been appointed to undertake the duties and responsibilities of Chief Financial
Officer, with Mr. Max Vau ghan, who was previously in th e CFO role, moving to act as a consultant. Mr.
Simon Lusty, the Group General Counsel, has been appointed by the Board as Corporate Secretary,
effective May 16, 2019.
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 situat ed 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. It is anticipated that the Roşia Montană Project would
bring over US$24 billion (at US$1,200/oz gold) to Romania as potential direct and indirect contribution to GDP and generate thousands of
employment opportunities.
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 Project. Despite the Company’s fulfilment of its legal obligation s and its
development of the Roşia Montană Project as a high -quality, sustainable and env ironmentally-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.
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 environment.
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 uncertaintie s and
contingencies that may cause the Company’s actual financial results, performance, or achievements to be materially dif ferent from those
expressed or implied herein. Some of the material factors or assumptions used to develop forward -looking statements include, without
limitation, the uncertainties associated with: the ICSID Arbitration, actions by the Romanian Government, conditions or events 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 impac t 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 future events or performance (often, but not alwa ys,
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 certai n 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.
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Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:
• delay or extension to the duration of the ICSID Arbitration;
• required disclosure, costs, process and outcome of the ICSID Arbitration against Romania;
• 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 tra ding
securities;
• the impact on business strategy and its implementation in Roma nia 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, metal prices and metal production;
• the availability and continued partici pation in operational or other matters pertaining to the Group of certain key employees and
consultants; and
• risks normally incident to the exploration, development and operation of mining properties.
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 writt en and oral forward-looking statements attributable to the 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