Gabriel Resources Announces Upsizing of Offering
Page 1 of 3
PRESS RELEASE
FOR IMMEDIATE RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
September 2, 2025
Gabriel Resources Announces Upsizing of Offering
Gabriel Resources Ltd. (TSXV: GBU - “Gabriel” or the “Company”) is pleased to announce that it has increased
the size of its previously announced non -brokered private placement and will now offer up to 37,441,457 units
(the “Units”) of the Company at a price of C$0.105 per Unit for aggregate gross proceeds of up to US$2,865,000
(the “Offering”). For more information on the Offering, please see the Company’s press release dated August
29, 2025, which is available under the Company’s SEDAR+ profile at www.sedarplus.ca.
Each Unit will consist of one common share in the capital of the Company (each, a "Common Share") and one
Common Share purchase warrant (each, a " Warrant"). Each Warrant will entitle the holder to purchase one
Common Share in the capital of the Company for a period of five (5) years from the date of closing of the Offering
at an exercise price of C$0.14 per Common Share.
Closing of the Offering is subject to customary closing conditions, including, but not limited to, the receipt of all
necessary approvals, including the approval of the TSX Venture Exchange (the " TSXV").
The net proceeds of the Offering are intended to be used for general corporate purposes , including, without
limitation, the costs and expenses of pursuing the Company’s ICSID annulment application and for critical
operational expenses.
The participation of certain insiders of the Company in the Offering 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 intends to rely on exemptions from the formal valuation and minority
approval requirements provided for in sections 5.5(g) and 5.7(1)(e) of MI 61-101 on the basis that the Company
is in serious financial difficulty, the Offering is designed to improve the C ompany’s financial position, and the
terms of the Offering are reasonable in the circumstances.
The Company will not pay any finders ’ fees in respect of the procurement of arm’s length subscribers in
connection with the Offering.
The securities being offered 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 accordingly may not be offered
or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under
the U.S. Securities Act (“ U.S. Persons”), except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or pur suant to exemptions therefrom. This news
release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to,
or for the account or benefit of, persons in the United States or U.S. Persons.
Page 2 of 3
For information on this press release, please contact:
Dragos Tanase
President & CEO
+1 425 414 9256
Simon Lusty
Group General Counsel
+44 782 599 3401
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
About Gabriel
Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The Company’s principal business has been the
exploration and development of the Roșia Montană gold and silver project in Romania, one of the largest undeveloped gold deposits
in Eu rope. 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. An extension of the exploitation
license for the Roşia Montană Project (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)
was rejected by the competent authority in late June 2024.
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
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 forward -looking statements include, without limitation, the
uncertainties associated with: (i) the ongoing proceedings (the “ ICSID Annulment Proceedings ”) concerning the Company’s
application for annulment of the award dated March 8, 2024 (the “Arbitral Decision”) issued in its ICSID arbitration case against
Romania (ICSID Case No. ARB/15/31) ; (ii) future actions taken by the Romanian Government, including in relation to the
enforcement of the costs order granted under the Arbitral Decision (the “ Costs Order”); (iii) conditions or events impacting the
Company’s ability to fund its operations (including but not limited to the completion of the potential financing referred to in this press
release); and (iv) 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”, “ob jectives”,
“potential”, “possible”, “plans” 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) ar e 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 ability of the Company to close the Offering and to obtain the required approvals from the TSXV;
• the revocation of the provisional stay of enforcement of the Arbitral Decision;
• the duration, costs, process and outcome of the ICSID Annulment Proceedings;
• access to additional funding to support the Group’s strategic objectives;
• the impact on the Company’s financial condition and operations of the rejection of the extension of the Rosia Montana
exploitation license and/or any actions taken by Romania to enforce the Costs Order;
Page 3 of 3
• the impact on financial condition, business strategy and its implementation in Romania of: any allegations of historic acts o f
corruption, uncertain fiscal investigations, uncertain legal enforcement both for and against the Group, unpredictable
regulatory or agency actions and political and social instability;
• changes in the Group’s liquidity and capital resources;
• 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 Exchange or any regulated public market for trading securities;
• Romania’s actions following inscription of the “Roşia Montană Mining Landscape” as a UNESCO World Heritage site;
• regulatory, political and economic risks associated with operating in a foreign jurisdiction including changes in laws,
governments and legal and fiscal regimes;
• global economic and financial market conditions, including inflation risk;
• the geo-political situation and the resulting economic developments arising from the unfolding conflict and humanitarian crisis
as a consequence of conflicts such as the Russia-Ukraine war;
• volatility of currency exchange rates; and
• the availability and continued participation in operational or other matters pertaining to the Group of certain 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 o r
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 i ntent
or obligation to update publicly or otherwise revise any forward -looking statements or the foregoing list of assumptions o r 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 regu latory agencies
which can be viewed online at www.sedarplus.ca.
ENDS