Initial Closing of Private Placement
Private Placement
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PRESS RELEASE
FOR IMMEDIATE RELEASE TSXV Trading Symbol: GBU
December 24, 2018
Initial Closing of Private Placement
Further to the news release of December 13, 2018, Gabriel Resources Ltd. (“Gabriel” or the “Company”) is
pleased to announce that it has completed an initial closing of the previously announced non-brokered private
placement (the “Private Placement”) of up to 106,425,846 units (the “Units”) of the Company at a price of
$0.2475 per Unit (“Purchase Price”) for gross proceeds of up to US$20 million (approximately $26.3 million).
Each Unit consists of one common share (“Common Share”) of the Company (“New Shares”) and one Common
Share purchase warrant (“New Warrants”). Each New Warrant entitles the holder to acquire one Common Share
at an exercise price of $0.49 at any time prior to the date that is five (5) years following the closing of the Private
Placement.
In the initial closing, a total of 80,702,475 Units were issued to certain existing securityholders (the “Subscribers”)
to raise aggregate gross proceeds of approximately US$15.2 million (approximately $20.0 million) . 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 22, 2019.
Proceeds from the Private Placement will be used by the Company to finance the costs of its continuing
arbitration case against Romania before the World Bank’s International Centre for Settlement of Investment
Disputes (“ICSID Arbitration”) and for general working capital requirements.
The closing of the remainder of the Private Placement is subject to certain conditions and applicable approvals.
It is anticipated that the remainder of the Private Placement may close on or about January 15, 2019 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.
Securities Currently In Issue
As a result of the initial closing of the Private Placement the Company has the following securities in issue:
465,155,255 Common Shares issued and outstanding;
80,702,475 Common Share purchase warrants which are exercisable at a price of $0.49 at any time
prior to December 21, 2023
111,536,250 Common Share purchase warrants which are exercisable at a price of $0.46 at any time
prior to June 30, 2021;
$95,625,000 of convertible subordinated unsecured notes, with a n 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
Private Placement
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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 holder s 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 descr ibed 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 regist ration 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.
Further detail regarding the Private Placement can be found in the news release issued by the Company on
December 13, 2018, 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 also filed on SEDAR dated the date hereof.
For information on this press release, please contact:
Dragos Tanase
President & CEO
Phone: +44 7799 469694
Richard Brown
Chief Commercial Officer
Phone: +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
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 pr oject in Romania (“Roşia Montană Project”). 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 pro lific mining district
that since pre-Roman times has been mined intermittently for over 2,000 years. The exploitation license (“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 (as defined below) 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 manag ement’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 exp ressed or implied
herein. Some of the material factors or assumptions used to develop forward -looking statements include, with out limitation, the uncertainties
associated with: the ICSID Arbitration, actions by the Romanian Government, conditions or events impacting the Company’s abil ity 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.
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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”, “objectives”,
“potential”, “possible” or variations thereof or stating that certain act ions, 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:
• 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 the group of companies of which it is directly or indirectly parent (“Group”);
• 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, gover nments 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 participation 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 furnish ed 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.
ENDS