Gabriel Resources arranges $2.62M (U.S.) financing

Mr. Dragos Tanase reports US$2.625 MILLION PRIVATE PLACEMENT Gabriel Resources Ltd. has arranged a non-brokered private placement of up to 34,305,000 units at a price of 10.5 Canadian cents per unit for gross proceeds of up to $2,625,000 (U.S.) (approximately $3.6-million (Canadian)). The offering remains subject to receipt of TSX Venture Exchange approval. The offering Each unit will consist of one common share in the capital of the company and one common share purchase warrant. The subscription price of 10.5 Canadian cents per unit represents a discount of 25 per cent to the closing price of the common shares on the TSX-V on the trading day immediately preceding the date of this announcement. Each warrant will entitle the holder to purchase one common share in the capital of the company for a period of five years from the date of issuance at an exercise price of 14 Canadian cents per common share, being equal to the market price. Related party transaction In connection with the offering, the company has entered into binding subscription agreements, on a non-brokered basis, with certain existing institutional and accredited investors, each of whom is an insider of the company. The participation of insiders of the company in the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on exemptions from the formal valuation and minority approval requirements provided for in sections 5.5(g) and 5.7(1)(e) of MI 61-101 on the basis that the company is in serious financial difficulty, the offering is designed to improve the company's financial position and the terms of the offering are reasonable in the circumstances. Additional information about the offering The offering is expected to close on or about Sept. 5, 2025, subject to satisfaction of certain conditions, including the receipt of all necessary corporate and TSX-V approvals. The net proceeds of the offering are intended to be used for general corporate purposes, including, without limitation, the costs and expenses of pursuing the company's ICSID annulment application and for critical operational expenses. The company will not pay any finders' fees in respect of the procurement of arm's-length subscribers in connection with the offering. All securities issued in connection with the offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. About Gabriel Resources Ltd. Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The company's principal business has been the exploration and development of the Rosia Montana gold and silver project in Romania, one of the largest undeveloped gold deposits in Europe. Upon obtaining the licence in June, 1999, the group focused substantially all of its management and financial resources on the exploration, feasibility and subsequent development of the Rosia Montana project. An extension of the exploitation licence for the Rosia Montana project (held by Rosia Montana Gold Corporation S.A., a Romanian company in which Gabriel owns an 80.69-per-cent equity interest, with the 19.31-per-cent balance held by Minvest Rosia Montana S.A., a Romanian state-owned mining company) was rejected by the competent authority in late June, 2024. We seek Safe Harbor.