Initial Closing of US$5 Million Private Placement
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PRESS RELEASE
FOR IMMEDIATE RELEASE
December 18, 2020
Initial Closing of US$5 Million Private Placement
Further to the news release of December 3, 2020, Gabriel Resources Ltd. (TSXV trading symbol GBU - “Gabriel”
or the “Company”) is pleased to announce an initial closing of the non-brokered private placement (the “Private
Placement”) of 25,326,972 units (the “Units”) of the Company at a price of $0.26 per Unit (“Purchase Price”) for
gross proceeds of US$5 million (approximately $6.6 million), subject to stock exchange and other approvals as
applicable.
Each Unit consists of one common share (“Common Share”) of the Company (“New Shares”) and one half of
one Common Share purchase warrant ( each whole warrant a “New Warrant”). Each New Warrant entitles the
holder to acquire one Common Share at an exercise price of $0.39, at any time prior to December 18, 2023.
In connection with the initial closing of the Private Placement , the Company has issued an aggregate of
23,584,172 Units, for gross proceeds of US$4.66 million (approximately $6.1 million) . The aggregate number
of Common Shares to be issued pursuant to the initial closing of the Private Placement (assuming exercise of
all of the New Warrants) is 35,376,258, representing approximately 5.9% of the Common Shares currently
issued and outstanding on a non-diluted basis. The New Shares and New Warrants issued in the initial closing
of the Private Placement are subject to a statutory 4-month hold period expiring April 19, 2021.
The proceeds from the Private Placement will be used by the Company to finance the costs of its continuing
arbitration case against the Government of Romania before the World Bank’s International Centre for Settlement
of Investment Disputes (“ICSID Arbitration”) and for general working capital requirements.
The Private Placement was conditionally approved by the TSX Venture Exchange (the “Exchange”) on
December 13, 2020. The Private Placement remains subject to final acceptance by the Exchange and the
receipt of all other applicable approvals. Subject to the receipt of all regulatory approvals, including the approval
of the Exchange, the Company will pay a cash finder's fee of US$5,000 in connection with the Private Placement
in respect of the procurement of certain arm’s length subscribers.
It is anticipated that the remainder of the Private Placement may close on or about December 23, 2020 or such
earlier or later date as may be determined by the Company, subject to satisfaction or waiver by the relevant
party of the conditions of closing.
Further detail regarding the Private Placement, including the participation of insiders, can be found in the news
release issued by the Company on December 3, 2020, which is available on the Company’s website at
www.gabrielresources.com and filed on SEDAR at www.sedar.com, and the material change report of the same
date also filed on SEDAR.
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Securities Currently In Issue
As a result of the closing of the Private Placement the Company has the following securities in issue:
• 621,364,210 Common Shares issued and outstanding;
• 11,792,086 Common Share purchase warrants which are exercisable at a price of $0.39 at any time
prior to December 18, 2023
• 5,225,970 Common Share purchase warrants which are exercisable at a price of $0.645 at any time
prior to September 13, 2024;
• 76,504,263 Common Share purchase warrants which are exercisable at a price of $0.645 at any time
prior to August 23, 2024;
• 25,723,372 Common Share purchase warrants which are exercisable at a price of $0.49 at any time
prior to January 15, 2024;
• 80,702,475 Common Share purchase warrants which are exercisable at a price of $0.49 at any time
prior to December 21, 2023;
• 103,867,820 Common Share purchase warrants which are exercisable at a price of $0.46 at any time
prior to June 30, 2021;
• $90,862,000 of convertible subordinated unsecured notes, with an annual coupon of 0.025%, a
conversion price of $0.3105, and a maturity date of June 30, 2021. At maturity, the Company will have
the ability to repay the notes through the issuance of Common Shares; and
• 95,625 arbitration value rights (“AVRs”), comprising:
o 55,000 AVRs entitling the holders to a pro rata share of 7.5% of any proceeds arising from any
monies received by the Company and/or any of its affiliates pursuant to any settlement or
arbitral awards irrevocably made in its favour in relation to the ICSID Arbitration (“ICSID Award”),
subject to a maximum aggregate entitlement of $175 million among all holders of such AVRs;
and
o 40,625 AVRs entitling the holders to a pro rata share of 5.54% of any proceeds arising from
any ICSID Award, subject to a maximum aggregate entitlement of $ 129.3 million among all
holders of such AVRs.
The securities described herein 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 pursuant 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 of benefit of, persons in the United States or U.S. Persons.
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.
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Further Information
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 undevel oped
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 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 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”, “i s 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.
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 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: 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;
• 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