US$ 4.75 Million Private Placement
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PRESS RELEASE
FOR IMMEDIATE RELEASE
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
May 23, 2023
US$ 4.75 Million Private Placement
Gabriel Resources Ltd. (TSXV trading symbol GBU - “Gabriel” or the “Company”) is pleased to announce that
it has entered into definitive subscription agreements with certain investors in connection with a non-brokered
private placement (the “Private Placement”) of up to 24,782,212 common shares of the Company (“Common
Share”) at a price of $0.26 per Common Share (“Purchase Price”) for gross proceeds of up to US$4.75 million
(approximate $6.4 million), subject to stock exchange and other approvals as applicable.
The Purchase Price has been fixed at the closing price of the Common Shares on the trading day immediately
preceding this announcement. The number of Common Shares to be issued pursuant to the Private Placement
represents approximately 2.5% of the Common Shares currently issued and outstanding on a non-diluted basis.
Insiders of the Company have subscribed for 17,489,111 Common Shares for gross proceeds of US$3.35
million under the Private Placement. The issuance of Common Shares to insiders pursuant to the Private
Placement will constitute a ‘related party transaction’ within the meaning of TSX Venture Exchange Policy 5.9
and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Company intends to rely on certain exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101 in respect
of related party participation in the Private Placement , as the Company is not listed on specified markets and
neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value
of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company’s
market capitalization (as determined under MI 61-101).
The closing of the Private Placement is subject to certain conditions, including, but not limited to, the approval
of the TSX Venture Exchange (“Exchange”) and the receipt of all other applicable approvals. Accordingly, there
is no assurance that the Company will be successful in completing the Private Placement. On receipt of
approvals, it is anticipated that the Private Placement will close on or about June 8, 2023 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. The Common Shares to be issued on closing of the Private Placement are subject to a
statutory 4-month hold period.
The Company is progressing with its arbitration case against Romania before the World Bank’s International
Centre for Settlement of Investment Disputes (“ ICSID Arbitration”) and intends to use the proceeds of the
Private Placement to finance the costs of the ongoing ICSID Arbitration and for general working capital
requirements.
The Company expects to file a material change report in respect of the related party transaction less than 21
days prior to the closing of the Private Placement, which the Company deems reasonable in the circumstances
so as to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.
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The Company will not pay any finder's fee in respect of the procurement of arm’s length subscribers in
connection with the Private Placement.
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.
Further Information
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.
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: 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 servi ce 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 su ch 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:
• the duration, costs, process and outcome of the ICSID Arbitration;
• access to funding to support the Group’s continued ICSID Arbitration and/or operating activities in the future;
• the COVID‐19 pandemic may affect the Company’s operations and/or the anticipated timeline for the ICSID Arbitration
• changes in the liquidity and capital resources of Gabriel, and/or the group of companies of which it is directly or indirectly parent;
• 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 listing on the TSX Venture Exchange or any regulated public market for trading securities;
• Romania’s actions following the inscription of the “Roşia Montană Mining Landscape” as a UNESCO World Heritage site;
• the impact on financial condition, 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, unpredictable regulatory or agency actions
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, including inflation risk;
• 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;
• 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