US$5.575 Million Private Placement

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LONDON, UK / ACCESSWIRE / April 26, 2024 / Gabriel Resources Ltd. (TSXV:GBU) ("Gabriel" or the "Company") is pleased to announce that it has entered into definitive subscription agreements with certain investors in connection with a 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.

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 number of Common Shares to be issued pursuant to the Private Placement represents approximately 36% of the Common Shares currently issued and outstanding on a non-diluted basis.

Closing of the Private Placement is subject to a number of conditions, including, without limitation, approval of the TSXV and receipt of all necessary corporate and regulatory approvals. The Company may complete the Private Placement via the closing of multiple tranches. On receipt of approvals, it is anticipated that the Private Placement will 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. There can be no assurance, however, that the Private Placement will close as contemplated or at all.

All securities issued under the Private Placement will be subject to a hold period which will expire four months and one day from the date of the applicable closing of the Private Placement.

Insiders of the Company have subscribed for 88,049,000 Common Shares for gross proceeds of US$1.3 million under the Private Placement. The issuance of Common Shares to insiders pursuant to the Private Placement will constitute a ‘related party transaction' within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on certain exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the Private Placement, as the Company is not listed on specified markets and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).