Gabriel Provides Corporate Update

This is a corporate update, not a results release. It contains two items.

• Private placement shortfall. Swiss Capital S.A. has not delivered the funds for its US$650,000 subscription in the non-brokered private placement, "notwithstanding the funding deadline communicated by the Company." Swiss Capital says it still intends to complete.
• Second, un-signed subscription. The Company has not received a signed subscription agreement from a Swiss Capital client for a further ~US$244,365.
• Aggregate at risk: ~US$894,365 of the offering. The TSXV-prescribed outside date for completion of the offering is November 16, 2026. The Company states there can be no assurance either subscription will be completed.
• Management departure. Simon Lusty, Group General Counsel and Corporate Secretary, has resigned as an officer to pursue another opportunity, but will stay on as Group General Counsel until year-end for handover. Contact block lists Anna El-Erian (Chair) and Nicolae Suciu (Interim CEO).
• No update given on the ICSID annulment decision, which the November 5 and November 6, 2026 releases said was expected by the week ending Friday, November 13, 2026.

Scope check on the numbers: the US$894,365 shortfall is roughly 26% of the US$3.4 million offering size announced October 2, 2026. The bulk of the offering — 43,090,848 units and ~US$2.51 million of subscriptions, of which ~US$1.575 million was non-cash bridge-debt settlement and only ~US$930,634 was cash — has already closed. So this is the unfunded tail of a financing, not a collapse of the whole raise.

Progression across the news file (oldest to newest) matters here, because it shows a repeated pattern rather than a one-off:

• 2025-11-12 / 2025-11-28: Private placement tranches closed at C$0.105 with C$0.14 warrants (expiry September 12, 2030). Q3 2025 showed 277,223,441 shares, 151,593,457 warrants, 1,931,051 options, and an adverse Romanian judgment of €150,000 plus interest.
• 2026-04-28 / 2026-04-29: US$1.5 million bridge loan at 12% from Electrum and Paulson; FY2025 net loss C$9.436 million; working capital deficiency C$17.497 million; a restatement of 2024 comparatives for an understated Romanian IMCA tax (~C$442,000).
• 2026-07-09: CEO Dragos Tanase resigns immediately; Nicolae Suciu becomes Interim CEO.
• 2026-10-02: US$3.4 million offering announced at C$0.0825 per unit (25% discount to the C$0.11 market price), with C$0.11 five-year warrants; related-party "financial difficulty" exemptions invoked under MI 61-101.
• 2026-10-16: Initial closing, 39,909,296 units to Electrum and Paulson; bridge debt settled.
• 2026-10-27/28: Second closing, only 3,181,552 units for US$185,000 to Swiss Capital clients. The release explicitly stated the Company "expects to complete a subsequent closing for Swiss Capital's subscription" subject to receipt of funds — 15,380,909 units and ~US$894,365 remained.
• 2026-11-05/06: ICSID annulment proceedings declared formally closed; decision expected by the week ending November 13, 2026. The release flagged "limited liquidity, outstanding liabilities and the need for additional funding."
• 2026-11-09 (this release): Swiss Capital fails to fund. The US$894,365 that was, ten days earlier, expected to close, is now expressly at risk.

The dollar amount is small in absolute terms but large relative to this balance sheet, and it arrives at the worst possible moment.

• Liquidity math. The last reported balance sheet (Q2-2026, 2026-06-30) shows cash of C$446,000 against a working capital deficiency of roughly C$20.2 million (current assets C$696,000 vs current liabilities C$20,883,000) — prior-period context, not disclosed in today's release. Half-year operating cash burn was C$3.412 million. An un-funded US$894,365 (roughly C$1.27 million at the ~1.42 rate the Company used in the October offering) is therefore not a rounding error; it is a multiple of the cash on hand.
• The prior financing was mostly not cash. Of the ~US$2.51 million already closed, ~US$1.575 million was extinguishing bridge debt. Only ~US$930,634 was new cash across two closings, before expenses. The remaining US$894,365 is effectively the only meaningful new-money component still outstanding — and it is now in default.
• Counterparty credibility. Swiss Capital has been named as a subscriber since the October 2 announcement and has now twice failed to perform on schedule (partial funding at the October 27 second closing; outright failure to meet the communicated deadline by November 9). "Has indicated that it still intends to complete" is a statement of intent, not a commitment. With a November 16 outside date, the Company has roughly a week of regulatory room.
• Simultaneous key-person loss. The Group General Counsel and Corporate Secretary — the executive with the longest institutional memory of "the most complex and demanding chapters in the Company's history," per the Board's own words — is leaving. This is the second senior departure in four months, following the immediate CEO resignation in July. For a company whose only asset is a legal claim, legal and corporate continuity is the operating capability.
• The risk event is days away. The Company said on November 5/6 that the ICSID annulment decision was expected by the week ending November 13, 2026. The Company is entering a binary, cap-table-defining legal outcome with a disclosed going-concern doubt, an under-funded treasury, and an unfunded subscription. That combination is what makes this more than an administrative slippage.

Offsetting considerations, stated fairly: the default is confined to US$894,365; the US$2.51 million of subscriptions already closed are not reversed; the warrants issued carry a C$0.11 strike, and the stock trades at C$0.07, so any cash from warrant exercise is unlikely near term; and the Board's own framing keeps the door open for completion. None of that repairs the immediate liquidity gap or the signal value of a missed, company-communicated funding deadline.

This is genuinely new, unanticipated, negative information that bears directly on the Company's ability to fund the short window ahead, and it is disclosed by a company whose solvency is already flagged as uncertain. On materiality relative to the Company's size and circumstances, it is material and negative.

Gabriel Resources Ltd. is a TSXV-listed Canadian resource company with no revenue and no mining operations. It is, functionally, a litigation-contingent vehicle.

• Flagship asset: an 80.69% interest in Roșia Montană Gold Corporation S.A. (RMGC), which holds the Company's interests in the Roșia Montană gold and silver project in Romania. The remaining 19.31% is held by Minvest Roșia Montană S.A., a Romanian state-owned company.
• Project status: not permitted. In June 2024, the competent Romanian authority rejected RMGC's application to extend the project's exploitation licence; RMGC is challenging that refusal before the Romanian courts.
• The real asset is the claim: Gabriel is awaiting the decision of the ICSID ad hoc committee on its application to annul the arbitral award issued March 8, 2024 in ICSID Case No. ARB/15/31 against Romania. That award went against Gabriel and included a costs order of approximately US$10 million in Romania's favour (prior-period context, from the Q3 2025 disclosure).
• No resource or reserve figures, mine plan, production profile, or feasibility economics are included in any of the provided materials. Any valuation of the underlying orebody cannot be performed from this file; do not infer one.
• Corporate: severely curtailed footprint, all spend directed at the annulment application, Romanian litigation, and preserving in-country assets. A 1-for-10 share consolidation was completed February 13, 2025.