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Gabriel Resources Ltd. Initial Closing of Private Placement


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

LONDON, UK / ACCESSWIRE / May 17, 2024 / Further to the news release of April 26, 2024, Gabriel Resources Ltd. (TSXV:GBU) or ("Gabriel" or the "Company") is pleased to announce that it has completed closing of an initial tranche of its previously disclosed non-brokered private placement (the "Private Placement") of up to 377,594,750 common shares of the Company ("Common Share") at a price of $0.02 per Common Share ("Purchase Price") 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 220,122,500 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 "TSXV") 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's 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 "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.

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's website and filed on SEDAR+, and the related material change report also filed on SEDAR+.

For information on this press release, please contact:

Dragos Tanase
President & CEO
Phone: +40 730 399 019
[email protected]

Richard Brown
Chief Financial Officer
Mobile: +44 7748 760276
[email protected]

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 Ro?ia Montan? gold and silver project in Romania. The Ro?ia Montan? 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?ia Montan? Project is held by Ro?ia Montan? 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?ia Montan? 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?ia Montan? Project. Gabriel invested over US$760 million to develop the Ro?ia Montan? 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?ia Montan? ("Bucium Projects" and together with the Ro?ia Montan? Project, the "Projects").

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

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, 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'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: any challenge to the March 8, 2024 decision of the ICSID tribunal (the "Arbitral Decision"); future actions taken by the Romanian Government, including in relation to the enforcement of the costs order granted under by the Arbitral Decision (the "Costs Order"); conditions or events impacting the Company's 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'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 such 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 certain 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.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

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 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'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.sedarplus.ca.

ENDS

SOURCE: Gabriel Resources Ltd.



View the original press release on accesswire.com


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