Initial Closing of US$3.4 Million Private Placement

Gabriel Resources Ltd. announced the initial closing of a non-brokered private placement of 39,909,296 units priced at C$0.0825 per unit. The initial closing raised approximately US$2.32 million, with US$1.575 million satisfied by extinguishing outstanding bridge-loan principal and accrued interest owed to related parties Electrum Global Holdings L.P. and Paulson & Co. Inc. Net cash proceeds of approximately US$745,634 (before expenses) are designated for working capital and funding the application to annul the ICSID arbitration award.

Each unit includes one common share and one common share purchase warrant exercisable at C$0.11 for five years. The transaction relies on financial difficulty exemptions from formal valuation and minority approval requirements under Multilateral Instrument 61-101. Securities carry a statutory hold period of four months and one day, expiring February 17, 2027. The company expects subsequent closings in October 2026 for Swiss Capital S.A. and other eligible investors, representing the remaining 18,562,461 units and approximately US$1.08 million.

Gabriel Resources Ltd. (GBU) completed its financing on October 16, aligning with the October 2 announcement that projected a closing around October 15. The execution proceeded in line with expectations. The financing provides critical survival capital but comes at a steep cost, involving a 25% discount to the pre-announcement market price and approximately 17.42% dilution on a fully diluted basis.

The debt settlement component successfully extinguishes the 12% interest-bearing bridge loans, removing near-term interest pressure but converting debt into equity at a depressed valuation. The use of proceeds remains focused on sustaining operations and funding the ICSID annulment application, confirming that the company has no alternative revenue streams or operational cash flow. The reliance on related-party participants and financial difficulty exemptions highlights the company's constrained access to public markets and the necessity of insider support to avoid insolvency.

Gabriel Resources Ltd. is a Canadian mining company focused on the Roșia Montană project in Romania, one of Europe's largest undeveloped gold-silver deposits. The company has no revenue-generating operations and is in the exploration and permitting phase.

The core thesis revolves around the ICSID arbitration against the Romanian government, which revoked the company's mining license in 2015. Gabriel is seeking to annul the award and recover damages. Management has shifted to a survival mode, focusing on legal defense, asset preservation, and securing capital to fund ongoing litigation.