Star Metro - Fourth Quarter and Year-End 2024 Results

Summary

Highlights for 2024 and events subsequent to the year-end are set out below.

ICSID Arbitration and Annulment

• On March 8, 2024, the presiding tribunal in Gabriel's ICSID arbitration claim against Romania ("Tribunal") issued its final decision, rejecting Gabriel's claims on the merits by a 2-1 majority ("Arbitral Decision") and awarding approximately US$10 million in costs to Romania (the "Costs Order").

• The Arbitral Decision is binding on the parties, and the amount payable under the Costs Order bears simple interest from the date of the Arbitral Decision at the 3-month US Treasury rate.

• In April 2024, the Romanian government requested Gabriel to settle the Costs Order and indicated its intention to enforce it. Subsequently, the Romanian State obtained a precautionary seizure on the shares held by Gabriel Resources (Jersey) Limited ("Gabriel Jersey") in Rosia Montana Gold Corporation S.A. ("RMGC"). Gabriel considers this seizure premature and flawed, and Gabriel Jersey and RMGC initiated legal challenges in Romanian courts to annul it, which remain ongoing.

• The Company believes the Tribunal was improperly constituted due to a Tribunal member's repeated failures to make required disclosures, resulting in serious departures from fundamental procedural rules ensuring equal treatment and the right to be heard by an impartial and independent tribunal. Furthermore, the Company considers the majority's liability decision fatally defective in multiple respects.

• On July 8, 2024, Gabriel announced that it has filed an application requesting the annulment of the Arbitral Decision ("Annulment"). On July 12, 2024, the Acting Secretary-General of ICSID registered the application and notified the parties of a provisional stay of enforcement of the Costs Order ("Stay of Enforcement").

• On October 8, 2024, the ICSID Administrative Council Chairman appointed Professors Eduardo Zuleta (President, Colombian), Lawrence Boo (Singaporean), and Dr. Maxi Scherer (German) as the ad hoc committee to adjudicate the Annulment proceedings ("Committee").

• On January 22, 2025, the Committee confirmed that it would maintain the provisional Stay of Enforcement conditional on Gabriel providing security. However, on March 7, 2025, the Committee deemed Gabriel's security proposals inadequate and directed Gabriel to provide, within 30 days, a guarantee from a bank or demonstrably solvent third party covering the Costs Order, including accrued interest. Subsequently, the Committee partially granted Gabriel's request for a 30-day extension, affording Gabriel 15 days from the original April 7, 2025 deadline to secure a third-party bank guarantee for the Costs Order. Failure to provide a satisfactory guarantee within this timeframe will potentially result in the automatic revocation of the Stay of Enforcement.

• The Committee held its first session on February 3, 2025, to discuss procedural matters for the Annulment proceedings, and subsequently issued Procedural Order No. 1 on February 11, 2025, establishing the following procedural calendar:

• Gabriel's Memorial on Annulment: April 3, 2025.

• Romania's Counter-Memorial on Annulment: July 7, 2025.

• Gabriel's Reply on Annulment: September 1, 2025.

• Romania's Rejoinder on Annulment: November 3, 2025.

• Hearing on the Annulment: January 22-23, 2026 (with January 24, 2026 reserved).

• On April 3, 2025, Gabriel filed its Memorial on Annulment detailing the many grounds that support the annulment of the Arbitral Decision, including, in particular, that:

  • The Tribunal was improperly constituted, and the legitimacy and integrity of the ICSID arbitration was fundamentally undermined by undisclosed factors affecting the independence and impartiality of a Tribunal member.

  • The Tribunal majority's liability decision is fatally defective because the majority manifestly exceeded its powers by failing to apply or even consider applicable law, seriously departed from fundamental procedural rules guaranteeing the parties' rights to be heard and equal treatment, and failed to provide adequate reasoning for key conclusions.

Operating, Financial and Corporate Matters

• On April 26, 2024, Gabriel completed a non-brokered private placement pursuant to which it issued an aggregate of 220,122,500 common shares of the Company ("Common Shares") for gross proceeds of US$3.25 million (approximately $4.4 million).

• On June 20, 2024, the Romanian National Agency for Mineral Resources (NAMR) rejected RMGC's application to extend the term of the Roșia Montană gold and silver exploitation license for a further five years. Disagreeing strongly with this decision, the Company and RMGC initiated legal action in Romanian courts to annul it and continue to vigorously pursue all legal means to reinstate their rights.

• On November 29, 2024, Gabriel secured US$1.5 million in short-term unsecured bridging loans (" Loans") from certain existing shareholders as a pre-cursor to a future financing. The providers of these loans ("Lenders") agreed to settle the outstanding principal and accrued interest through the issuance of securities pursuant to the private placement announced in March 2025, as described below.

• On December 20,2024, the Company announced its intention to proceed with a consolidation of its outstanding Common Shares on the basis of ten (10) pre-consolidation shares for each one (1) post-consolidation share("Consolidation"). The Consolidation became effective on February 18, 2025.

• The net loss for the fourth quarter of 2024 was $2.9 million (Q3 2024 $2.6 million), and for the year ended December 31, 2024 was $10.9 million, or $0.09 per share (2023 loss of $24.9 million, including the Costs Order, or $0.20 per share post Consolidation).

• As at December 31, 2024, Gabriel held $1.0 million of cash and cash equivalents (Q3 2024 $0.6 million). The Company's average monthly cash usage during Q4 2024 was $0.6 million.

• On February 19, 2025, the Company announced a non-brokered private placement of up to 114,152,000 units ("Unit") at a price of $0.05 each, targeting gross proceeds of up to US$4 million (approximately $5.7 million) ("Offering"). The net proceeds, after settling the Loans, were expected to be approximately US$2.46 million. Each Unit comprises one Common Share, one warrant, entitling the holder to purchase one Common Share at US$0.065 on or prior to March 6, 2030, and one contingent value right ("CVR"). The CVRs entitle holders to a pro rata share of up to 65% of any future arbitral award proceeds, subject to a maximum aggregate CVR entitlement of C$1.689 billion.

  • On March 6, 2025, the Company closed the first tranche of the Offering issuing 65,637,400 Units for US$2.3 million (approximately $3.3 million). 29,297,971 Units were issued to Bridge Lenders to settle US$1.03 million of outstanding indebtedness related to the Bridge Loans.

  • On April 7, 2025, the Company closed a second tranche of the Offering, issuing 19,976,600 Units for US$0.7 million (approximately $1.0 million). The final tranche of the Offering is expected to close upon the TSX Venture Exchange's approval of Swiss Capital's PIFs.

• Subject to closing the Offering, and excluding the Costs Order, Gabriel believes that it has sufficient funding necessary to cover its planned activities through to June 2025. Thereafter, Gabriel will need to raise additional financing to fund its working capital requirements. Despite the Company's recent and historic funding, there can be no assurance that sufficient additional financing will be available when needed, or on terms and timing acceptable to the Company. These events and conditions indicate material uncertainty exists that may cast significant doubt about the Company's ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

Dragos Tanase, Gabriel's President and Chief Executive Officer, stated:

"We remain determined to overturn the demonstrably defective March 8, 2024 Arbitral Decision. Our Memorial on Annulment, filed April 3, 2025, demonstrates both the Tribunal's improper constitution and the critically flawed liability decision by the majority. A Tribunal member's repeated failure to make required disclosures, including a critical conflict of interest - his representation during the arbitration of an NGO with a long-standing and public opposition to Gabriel's projects - fatally undermines the Tribunal's legitimacy and impartiality. We deeply appreciate our shareholders' unwavering support as we continue this fight for justice."

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's principal business has been the exploration and development of the Roșia Montană gold and silver project in Romania, one of the largest undeveloped gold deposits in Europe. Upon obtaining the License in June 1999, the Group focused substantially all of their management and financial resources on the exploration, feasibility and subsequent development of the Roşia Montană Project. An extension of the exploitation license for the Roşia Montană Project (held by Roșia Montană Gold Corporation S.A., a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance held by Minvest Roșia Montană S.A., a Romanian state-owned mining company) was rejected by the competent authority in late June 2024. For more information please visit the Company's website at www.gabrielresources.com.

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. 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: (i) the ongoing proceedings (the "ICSID Annulment Proceedings") concerning the Company's application for annulment of the award dated March 8, 2024 (the "Arbitral Decision") issued in its ICSID arbitration case against Romania (ICSID Case No. ARB/15/31); (ii) future actions taken by the Romanian Government, including in relation to the enforcement of the costs order granted under the Arbitral Decision (the "Costs Order"); (iii) conditions or events impacting the Company's ability to fund its operations (including but not limited to the completion of the potential financing referred to in this press release); and (iv) 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", "plans" 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:

• the revocation of the Stay of Enforcement;

• the ability of the Company to close the Private Placement and to access additional funding to support the Group's strategic objectives;

• the impact on the Company's financial condition and operations of any actions taken by Romania to enforce the Costs Order against the Group's assets;

• the duration, costs, process and outcome of the ICSID Annulment Proceedings;

• the impact on the Company's financial condition and operations of the rejection of the extension of the Rosia Montana

• exploitation license;

• 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 Group's liquidity and capital resources;

• 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 continued listing on the Exchange or any regulated public market for trading securities;

• Romania's actions following inscription of the "Roşia Montană Mining Landscape" 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 and fiscal regimes;

• 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 conflicts such as the Russia-Ukraine war;

• 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'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.

SOURCE: Gabriel Resources Ltd.

View the original press release on ACCESS Newswire

X.Gaboury--SMC