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Further to the news release of April 26, 2024, Gabriel Resources Ltd. (TSXV:GBU) or (鈥淕abriel鈥� or the 鈥淐ompany鈥�) is pleased to announce that it has completed closing of an initial tranche of its previously disclosed non-brokered private placement (the 鈥淧rivate Placement鈥�) of up to 377,594,750 common shares of the Company (鈥淐ommon Share鈥�) at a price of $0.02 per Common Share (鈥淧urchase Price鈥�) for gross proceeds of up to US$5.575 million (approximate $7.5 million), subject to stock exchange and other approvals as applicable.

In connection with closing the initial tranche of the Private Placement, the Company has issued an aggregate of 223,509,000 Common Shares for gross proceeds of US$3.25 million (approximately $4.4 million) representing approximately 21.2% of the Common Shares currently issued and outstanding on a non-diluted basis prior to the Private Placement and are subject to a statutory 4-month hold period expiring on September 18, 2024.

It is anticipated that the remainder of the Private Placement may close on or about May 23, 2024, 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 Company reserved the price for the Private Placement by filing a price reservation form with the TSX Venture Exchange (the 鈥淭SXV鈥�) on April 19, 2024. The Private Placement was conditionally accepted by the TSXV on May 16, 2024 and remains subject to final acceptance by the TSXV and the receipt of all other applicable approvals. The Company will not pay a cash finder鈥檚 fee 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 鈥淯.S. Securities Act鈥�) or any state securities laws and accordingly may not be offered or sold within the United States or to 鈥淯.S. persons鈥�, as such term is defined in Regulation S promulgated under the U.S. Securities Act (鈥淯.S. Persons鈥�), 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鈥檚 securities to, or for the account of benefit of, persons in the United States or U.S. Persons.

Further detail regarding the Private Placement, including use of proceeds and the participation of insiders, can be found in the news release issued by the Company on April 26, 2024, which is available on the Company鈥檚 website and filed on SEDAR+, and the related material change report also filed on SEDAR+.

For information on this press release, please contact:

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鈥檚 principal business had been the exploration and development of the Ro葯ia Montan膬 gold and silver project in Romania. The Ro艧ia Montan膬 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 Ro艧ia Montan膬 Project is held by Ro葯ia Montan膬 Gold Corporation S.A., a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance held by Minvest Ro葯ia Montan膬 S.A., a Romanian state-owned mining company.

Following issuance of the exploitation license in June 1999, the Group focused substantially all of its management and financial resources on the exploration, feasibility and subsequent development of the Ro艧ia Montan膬 Project. Gabriel invested over US$760 million to develop the Ro艧ia Montan膬 Project and to define two promising gold, silver and porphyry copper-gold mineral deposits in the Bucium concession area located in the vicinity of Ro葯ia Montan膬 (鈥淏ucium Projects鈥� and together with the Ro艧ia Montan膬 Project, the 鈥淧rojects鈥�).

The Ro艧ia Montan膬 Project had the potential to be a flagship development project in Romania presenting opportunities to:

• boost the Romanian economy through direct and indirect contributions to GDP;
• create several thousand of much-needed direct and indirect jobs in an area that has record unemployment, thus ensuring Ro艧ia Montan膬's sustainable economic development;
• make Romania the leading producer of gold and silver in the European Union;
• remediate, through significant investment in infrastructure and environmental rehabilitation, the severe environmental degradation that besieges Ro艧ia Montan膬's landscape today as a consequence of unregulated historical State mining operations; and
• add further significant investments to the preservation and restoration of Ro艧ia Montan膬's important cultural heritage (beyond the significant investments already made by Gabriel).

Forward-looking Statements

This press release contains 鈥渇orward-looking information鈥� (also referred to as 鈥渇orward-looking statements鈥�) within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management鈥檚 current expectations and plans and allowing investors and others to get a better understanding of the Company鈥檚 operating environment. All statements, other than statements of historical fact, are forward-looking statements, including but not limited to the ability of the Company to source further capital.

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鈥檚 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: any challenge to the March 8, 2024 decision of the ICSID tribunal (the 鈥淎rbitral Decision鈥�); future actions taken by the Romanian Government, including in relation to the enforcement of the costs order granted under by the Arbitral Decision (the 鈥淐osts Order鈥�); conditions or events impacting the Company鈥檚 ability to fund its operations (including but not limited to the completion of the 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.

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鈥檚 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 鈥渆xpects鈥�, 鈥渋s expected鈥�, 鈥渋s of the view鈥�, 鈥渁nticipates鈥�, 鈥渂elieves鈥�, 鈥減lans鈥�, 鈥減rojects鈥�, 鈥渆stimates鈥�, 鈥渁ssumes鈥�, 鈥渋ntends鈥�, 鈥渟trategy鈥�, 鈥済oals鈥�, 鈥渙bjectives鈥�, 鈥減otential鈥�, 鈥減ossible鈥� or variations thereof or stating that certain actions, events, conditions or results 鈥渕ay鈥�, 鈥渃ould鈥�, 鈥渨ould鈥�, 鈥渟hould鈥�, 鈥渕ight鈥� or 鈥渨ill鈥� 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:

• the duration, costs, process and outcome of any further procedural phases in connection with the ICSID (including, but not limited to, any potential annulment proceedings);
• access to funding to support any challenges to the Arbitral Decision, to preserve the Group鈥檚 rights and interests in Romania and/or to fund the Group鈥檚 operating activities in the future;
• the impact on the Company鈥檚 financial condition and operations of any actions taken by Romania to enforce the Costs Order;
• 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;
• 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鈥檚 actions following the inscription of the 鈥淩o艧ia Montan膬 Mining Landscape鈥� as a UNESCO World Heritage site;
• 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 certain key employees and consultants.

This list is not exhaustive of the factors that may affect any of the Company鈥檚 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鈥檚 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鈥檚 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鈥檚 disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company鈥檚 filings with Canadian securities regulatory agencies which can be viewed online at .

ENDS

SOURCE: Gabriel Resources Ltd.