Arizona Tribune - Initial Closing of US$3.4 Million Private Placement

TORONTO, ON / ACCESS Newswire / October 16, 2026 / Gabriel Resources Ltd. (TSXV:GBU) ("Gabriel" or the "Company") announces an initial closing (the "Initial Closing") of its previously announced non-brokered private placement of up to 58,471,757 units (each, a "Unit") at C$0.0825 per Unit (the "Subscription Price"), for aggregate subscriptions of up to US$3.4 million (approximately C$4.82 million) (the "Offering"). For more information on the Offering, please see the Company's press release dated October 2, 2026, which is available under the Company's SEDAR+ profile at www.sedarplus.ca.

Pursuant to the Initial Closing, the Company has issued 39,909,296 Units to Electrum Global Holdings L.P. ("Electrum") and Paulson & Co. Inc. ("Paulson") for aggregate subscriptions of approximately US$2.32 million (approximately C$3.29 million). These comprise US$745,634 in cash subscriptions, before transaction expenses, and US$1,575,000 satisfied by setting off outstanding bridge-loan principal and accrued interest against the subscribers' respective subscription obligations. Of the Units issued, 27,086,182 are attributable to the debt settlement, comprising 13,543,091 Units for each lender. As a result of the debt settlement, the bridge loans advanced by Electrum and Paulson on April 28, 2026 have been repaid and discharged in full.

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$0.11 for a period of 5 years following the issuance of the Units.

The net cash proceeds from the Initial Closing will be used to fund working capital and sustain essential operations, including the continued pursuit of the Company's application to annul the ICSID arbitration award rendered on March 8, 2024.

Electrum's and Paulson's participation in the Offering, including the debt settlement, constitutes a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Company relied on the financial difficulty exemptions from the formal valuation and minority approval requirements under sections 5.5(g) and 5.7(1)(e), respectively, as described in its October 2, 2026 press release.

The securities issued in connection with the Initial Closing are subject to a statutory Canadian hold period of four months and one day, expiring on February 17, 2027. The Company has received conditional acceptance of the TSX Venture Exchange (the "TSXV") for the Offering. Completion of the Offering remains subject to receipt of the final acceptance of the TSXV.

The Company expects to complete subsequent closings during October 2026 for Swiss Capital S.A.'s subscription and those of other eligible investors, representing the remaining 18,562,461 Units and aggregate subscriptions of approximately US$1.08 million, subject to receipt of signed subscription agreements where outstanding, receipt of subscription funds and satisfaction of any remaining closing conditions.

The Company will not pay any finder's fees in connection with the Offering.

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 or benefit of, persons in the United States or U.S. Persons.

For further information, please contact:

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

About Gabriel

Gabriel Resources Ltd. is a Canadian resource company listed on the TSX Venture Exchange under the symbol GBU. The Company's current focus is pursuing the Annulment Application and preserving its assets and interests in Romania.

Gabriel holds an 80.69% interest in Roșia Montană Gold Corporation S.A. ("RMGC"), with the remaining 19.31% held by Minvest Roșia Montană S.A., a Romanian state-owned company. RMGC holds the Company's interests in the Roșia Montană gold and silver project. 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.

Forward-Looking Statements

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation ("forward-looking statements"). These statements reflect management's current expectations, estimates and assumptions concerning future events and are not guarantees of future performance.

Forward-looking statements in this press release include statements concerning the size, terms, investor participation and anticipated closing of the Offering; completion of the Debt Settlement; receipt of TSXV acceptance; the anticipated cash proceeds and their use; the resulting shareholdings and dilution; and the Company's ability to fund essential operations, pursue the Annulment Application and preserve its assets and interests in Romania.

Forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "plans", "estimates", "intends", "proposes", "may", "could", "would", "should" and "will", and similar expressions, although not all forward-looking statements contain these words.

These statements are based on assumptions that management considers reasonable as at the date of this press release, including that subscribers will fulfil their subscription obligations; the required regulatory approvals will be obtained; the applicable closing conditions will be satisfied; the Debt Settlement will complete concurrently with the Offering; and the Company's funding requirements, expenses and proposed use of proceeds will remain substantially as anticipated.

Forward-looking statements are subject to significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These include, without limitation:

• the risk that the remaining portion of the Offering is delayed, completed on different terms or not completed at all;
• the ability to obtain any outstanding required TSXV acceptance of the Offering;
• the Company's serious financial difficulty, limited liquidity and ability to obtain sufficient funding to meet its obligations and continue as a going concern, particularly if subsequent closings of the Offering are delayed or do not occur;
• the possibility that the proceeds received from the Offering, including any subsequent closings, will be insufficient to meet the Company's funding requirements;
• the duration, costs and outcome of the proceedings concerning the Annulment Application, including the risk of an unsuccessful outcome, delays and costs exceeding the Company's expectations;
• the consequences of the ad hoc committee's decision not to maintain the provisional stay of enforcement during the proceedings concerning the Annulment Application, and the risk that enforcement by Romania of the costs order contained in the arbitral award dated March 8, 2024 could result in restrictions on, attachment of or enforcement against the Company's or its subsidiaries' assets, additional legal costs and disruption to operations;
• the duration, costs and outcome of the legal proceedings challenging the refusal to extend the Roșia Montană exploitation licence, including the risk that the challenge is unsuccessful;
• the timing and outcome of the pending applications for exploitation licences for the Bucium (Rodu-Frasin and Tanita) projects, including the risk of further delays or refusal of those applications;
• legal, fiscal, regulatory and enforcement actions affecting the Company and its subsidiaries, including allegations concerning historical conduct;
• Romania's actions following the inscription of the Roșia Montană Mining Landscape as a UNESCO World Heritage site;
• dilution resulting from the Offering and the exercise or conversion of new or existing securities;
• the Company's ability to maintain its listing on the TSXV;
• changes in laws, governments, fiscal regimes and political or economic conditions in the jurisdictions in which the Company operates;
• adverse financial market conditions, inflation, geopolitical instability and currency fluctuations; and
• the continued availability of key employees and consultants.

This list is not exhaustive. Further information about risks and uncertainties affecting the Company is contained in its public filings, including its most recent management's discussion and analysis, available at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward-looking statements. Such statements speak only as at the date of this press release and are expressly qualified by this cautionary statement. Except as required by applicable securities laws, the Company undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.

ENDS

SOURCE: Gabriel Resources Ltd.

View the original press release on ACCESS Newswire

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