2022 Second Quarter Report
2022 Second Quarter Report
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PRESS RELEASE
FOR IMMEDIATE RELEASE
August 9, 2022
2022 Second Quarter Report
Gabriel Resources Ltd. ( TSXV:GBU - “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,
2022.
Summary
• Gabriel and its wholly-owned indirect subsidiary, Gabriel Resources (Jersey) Ltd. (together “ Claimants”),
remain focused on concluding their arbitration case against the Romanian State (“Respondent”) under the
rules of the International Centre for Settlement of Investment Disputes (“ ICSID”), part of the World Bank
(“ICSID Arbitration”). The ICSID Arbitration case is well advanced.
• In April 2022, the arbitral tribunal (“Tribunal”) issued a limited list of further questions to the Claimants
and Respondent (together “Parties”), with the purpose of having a complete record when it concludes
its deliberations on the case as a whole and prepares the arbitral award (“ Award”). The Claimants
submission responding to the Tribunal’s questions was filed on June 14 and the Respondent
submission is due to be filed on September 19, 2022.
• Notwithstanding the Tribunal’s statement in December 2021 that it was deliberating and would render
an Award in 2022, it has reserved the right to introduce further procedural steps and there is no specified
timeframe in the ICSID Rules applicable to this case in which an Award is to be made by the Tribunal.
• In November 2021, an agreement was concluded for the sale of the remaining mining equipment owned
by the Gabriel group (“Group”) for US$1.75 million (approx. $2.2 million) and instalments totaling US$1.375
million have been received to the end of the second quarter of 2022, with additional monthly instalments
due until September 2022.
• In February 2022, an agreement was concluded for the sale of certain land and buildings owned by the
Group in Alba Iulia, Romania for EUR 1 million (approx. $1.45 million), and the final payment of EUR
250,000 was received on April 19, 2022.
• The net loss for the second quarter of 2022 was $2.8 million (Q1 2022 $0.9 million).
• On June 29 , 2022, the Company announced that it had closed a non-brokered private placement (the
“2022 Private Placement”) of 33,105,117 common shares of the Company (“Common Shares”) at a price
of $0.215 each for gross proceeds of US$5.6 million (approximately $7.1 million).
• As at June 30, 2022, the Company held $8.5 million of cash and cash equivalents (Q1 2022 $2.3 million).
The Company believes that it has sufficient funding necessary to cover its planned activities through to
April 2023 and will need to raise additional financing thereafter to fund ICSID Arbitration costs and working
capital requirements.
Dragos Tanase, Gabriel’s President and Chief Executive Officer, stated:
“We have filed what we hope will be our last substantive written submission to be made in the ICSID Arbitration
and our goal is to continue to assist the Tribunal where we can to meet its previous indication of the issue of its
Award within 2022. We remain extremely thankful for the continued support and funding provided by our
shareholders as the ICSID Arbitration process continues.”
2022 Second Quarter Report
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Further information and commentary on the results in the second quarter of 2022 is given below. The
Company has filed its Unaudited Condensed Interim Consolidated Financial Statements for Q 2 2022
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: +40 730 399 019
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 Claimants
resulting from the Respondent’s wrongful conduct and its breaches of the pr otections afforded by certain
treaties for the promotion and protection of foreign investment to which Romania is a party, including
against expropriation, unfair and inequitable t reatment, discrimination and other unlawful treatment in
respect of the Roșia Montană gold and silver project, together with the gold, silver and porphyry copper
deposits defined in the Bucium concession area (“Projects”) and related licenses.
• In late December 2021, the President of the Tribunal stated that the Tribunal was currently deliberating
and would render an Award in 2022.
• In January 2022, the Tribunal further confirmed to the Parties that the Tribunal had been thoroughly
reviewing the case file and deliberating over the past months and would continue to do so.
• In April 2022, the Tribunal informed the Parties that it had held numerous deliberations in order to reach a
decision on the claims and defenses in the matter and had concluded that there were certain aspects of
the case for which it required further information. Therefore, the Tribunal issued a limited list of fur ther
questions to the Parties, with the purpose of having a complete record when it concludes its deliberations
on the case as a whole and prepares the Award. The Claimants filed a submission responding to the
questions on June 14, 2022 with a submission required to be filed by Septem ber 19 , 2022 for the
Respondent. The Tribunal also reserved the possibility of an additional round of submissions by the Parties
on the questions if it considered the same to be necessary following its review of the first round of pleadings.
• Notwithstanding the Tribunal’s statement that it would render an Award in 2022, there is no specified
timeframe in the ICSID Rules applicable to this case in which an Award is to be made by the Tribunal.
Furthermore, an additional procedural step may be required by the Tribunal prior to the issuance of an
Award. Any Award may be subject to a request for annulment (albeit such annulment application can only
be made on very limited grounds under the ICSID Rules).
UNESCO World Heritage
• On July 27, 2021, the Roşia Montană mining landscape was inscribed on the UNESCO World Heritage
List and List of World Heritage in Danger (“Inscription”). The Inscription is fundamentally incompatible with
the rights the Group acquired to develop the Project and the continued existence of an exploitation mining
license for the Project area and materially undermines the possibility of an amicable resolution of the
dispute with Romania that would allow for the development of the Project.
• Romania’s application to UNESCO and the subsequent Inscription are fundamentally at odds with
Romania's obligations under its investment treaties in relation to Gabriel's investments and these acts,
together with other measures taken by Romania, further evidence Romania's political repudiation of the
Project and its joint venture with Gabriel.
Liquidity
• Cash and cash equivalents at June 30, 2022 were $8.5 million.
2022 Second Quarter Report
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• The Company’s average monthly cash usage during Q 2 2022 was $0.3 million (Q1 2022: $0.3 million),
primarily reflecting the consistent level of ongoing operational cost and limited ICSID Arbitration activity
quarter on quarter , offset by cash receipts from the sale of land at Recea and long lead-time equipment
noted below.
• At June 30, 2022, accruals for costs in respect of the ICSID Arbitration amounted to $4.4 million (Q1 2022:
$3.7 million), reflecting the continuation of a fee agreement in respect of the deferred payment of certain
ICSID Arbitration costs until an Award is issued and the costs of the submission filed in the quarter.
Sale of Long Lead Time Equipment (“LLTE”)
• As previously announced, on November 1, 2021 Roșia Montană Gold Corporation S.A. (“ RMGC”),
Gabriel’s 80.69%-owned Romanian subsidiary, concluded an agreement with a buyer for an instalment -
based purchase of the remaining LLTE for aggregate gross proceeds of US$1.75 million (approx. $2.2
million). Aggregate payments of US$1.375 million (approx.$1.75 million) were received prior to June 30,
2022 together with an aggregate contribution to storage costs of US$90,000 (approx. $115,000) payable
monthly from April 2022 in accordance with the sale and purchase agreement . Further instalments and
storage cost contributions remain due in the period to September 2022 and the LLTE will remain on the
balance sheet of the Company until the final payment is made, when ownership and title to the assets will
pass to the purchaser.
Sale of Land at Recea
• On February 25, 2022, RMGC concluded a definitive sale and purchase agreement for the sale of 93 plots
of land covering a total area of 68,229 sqm and a small number of buildings owned by RMGC as part of
the housing construction undertaken in the Recea resettlement neighborhood of Alba Iulia (“Recea Land”).
The agreed sale price was EUR 1,000,000 (approx. $1.45 million) and the final instalment of EUR 250,000
was received on April 19, 2022.
Capital Resources
Private Placement
• On June 29, 2022, the Company announced it had closed the 2022 Private Placement of 33,105,117
Common Shares at a price of $ 0.215 each for gross proceeds of US$ 5.6 million (approximately $ 7.1
million). The Company will use the proceeds from the 2022 Private Placement to finance the ongoing costs
of the ICSID Arbitration and for general working capital requirements.
Future Financing Requirements
• The Company believes that, taking into account the fee agreement in respect of the deferral of payment of
certain ICSID Arbitration costs and the proceeds receivable from the sale of the LLTE, it has sufficient cash
to enable the Group to fund general working capital requirements together with the material estimated
costs associated with the Company advancing the ICSID Arbitration through to April 2023.
• At that time Gabriel may still await an Award from the Tribunal , as there can be no assurances that the
ICSID Arbitration will advance in a customary or predictable manner or be completed or settled within any
specific or reasonable period of time and further procedural steps may be required to be completed prior
to the issuance of an Award.
• Accordingly, post April 2023 the Group will require further funding in order to pursue the long-term activities
required to see the ICSID Arbitration through to its conclusion (which may include, as appropriate, costs of
any potential annulment proceedings and/or costs of enforcement of any Award) and for general working
capital purposes, including to preserve its remaining assets, including the exploitation license for the Roşia
Montană Project (“License”) and associated rights and permits.
• Notwithstanding the Company’s recent and historic funding, there is a risk that sufficient additional
financing may not be available to the Company on acceptable terms, or at all . The market and timing of
such additional financing could also be adversely affected by the effects of COVID -19 and the Russia-
Ukraine conflict, discussed below.
2022 Second Quarter Report
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Financial Performance
• Operating loss for the second quarter of 2022 was $2. 8 million, some $ 0.5 million lower than the
corresponding period in 2021 primarily arising from (i) $0.2 million lower costs related to the ongoing ICSID
Arbitration, reflecting the more limited activities in the Q2 2022, whereas comparable costs in 2021 reflect
certain costs related to the preparation of Post -Hearing Briefs; (ii) $0.1m lower LLTE storage costs ; and
(iii) $0.3 million lower costs related to corporate, general and administration; offset by a $0.1m increase in
share-based compensation.
• The net loss for the second quarter of 2022 was also $2.8 million, a decrease of $3.3 million from a loss of
$6.1 million in the corresponding period in 202 1, primarily reflecting the $0.5 million lower operating loss
together with $2.7 million finance costs incurred in respect of c onvertible notes in 2021 not repeated
following their repayment in June 2021.
Impact of Coronavirus
• With respect to the ongoing coronavirus (COVID-19) pandemic, Gabriel continues to consider carefully its
impact, noting the continuing disruption to normal activities and the uncertainty over the duration of this
disruption. The highest priority of the Board of Directors and Management is the health, safety and welfare
of the Group’s employees and contractors.
• Gabriel recognizes that the situation is extremely fluid and is monitoring the relevant recommendations and
restrictions on work practices and travel. At this time, these recommendations and restrictions do not
significantly impact Gabriel’s ability to continue the ICSID Arbitration process or conduct the limited
operations in Romania, nor has there been a significant impact on the Group’s results or operations through
2022 to date.
• Gabriel will react to circumstances as they arise and will make the necessary adjustments to the work
processes required. Should any material disruption from COVID -19 affect the Group for an extended
duration, Gabriel will review certain planned activities in Romania and take remedial actions if it is
determined to be necessary or prudent to do so.
Russia-Ukraine Conflict
• Given, amongst other things, the geographical proximity of Romania to Ukraine, Gabriel is closely
monitoring the situation in Ukraine with concern for all those who are impacted by the unfolding conflict
and humanitarian crisis.
• At this time, Gabriel has not experienced any material disruption to its operations, including its limited
activities in Rom ania, as a consequence of the Russia- Ukraine conflict and the Group will continue to
operate its business in accordance with the circumstances that arise, which currently remain highly
uncertain.
About Gabriel
Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The Company’s principal business had 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 Project. 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 unlawfully 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.
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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 different 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 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 future 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”, “objective s”, “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 outbreak of the coronavirus (COVID ‐19) may affect the Company’s operations and/or the anticipated timeline for the ICSID
Arbitration;
• the geo-political situation and the resulting economic developments arising from the unfolding conflict and humanitarian crisis as a
consequence of the Russia-Ukraine conflict;
• the duration, costs, process and outcome of the ICSID Arbitration;
• Romania’s actions following the inscription 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 C ompany 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: any allegations of 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;
• global economic and financial market conditions;
• 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 i nvestors 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 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.