Mr. Nicolae Suciu reports

GABRIEL RESOURCES ANNOUNCES US$3.4 MILLION PRIVATE PLACEMENT

Gabriel Resources Ltd. has arranged a proposed non-brokered private placement of up to 58,471,757 units at 8.25 Canadian cents per unit for aggregate subscriptions of up to $3.4-million (U.S.) (approximately $4.82-million). Each unit will consist of one common share in the capital of the company and one common share purchase warrant.

Assuming completion of the full offering, aggregate subscriptions will comprise approximately $1,825,000 (U.S.) in new cash and approximately $1,575,000 (U.S.) satisfied by set-off of outstanding bridge loan principal and accrued interest, as described below.

The company has entered into binding subscription agreements, on a non-brokered basis, with certain existing institutional investors, including Electrum Global Holdings LP, Paulson & Co. Inc., and Swiss Capital SA, for aggregate subscriptions of approximately $2.97-million (U.S.), including amounts to be satisfied through the debt settlement (as defined below). The remaining approximately $430,000 (U.S.) of the offering is expected to be subscribed for on a non-brokered basis by eligible investors, including clients of Swiss Capital.

The financing is critical to addressing the company's immediate financing needs by extinguishing its outstanding bridge debt and providing working capital to sustain essential operations. It will also support the continued pursuit of the company's application to annul the award rendered on March 8, 2024 in ICSID (International Centre for Settlement of Investment Disputes) arbitration proceedings ARB/15/31 and the preservation of its assets and interests in Romania.

Closing is expected on or around Oct. 15, 2026, subject to the required acceptance of the TSX Venture Exchange and satisfaction of the other applicable closing conditions. There can be no assurance that the offering will close as contemplated or at all.

Terms of the offering

The subscription price represents a 25-per-cent discount to the closing price of the common shares on the TSX-V on the trading day immediately preceding this announcement, being 11 Canadian cents.

Each warrant will entitle its holder to acquire one common share at an exercise price of 11 Canadian cents, equal to the market price, for five years from closing. Exercise will be subject to at least 90 days of prior written notice in accordance with the warrant certificate.

Subscription obligations will be denominated in U.S. dollars, with the number of units determined using the agreed exchange rate of $1 (U.S.) equal to $1.4188 (Canadian).

Bridge debt settlement

On April 28, 2026, the company entered into bridge loan agreements with Electrum and Paulson for an aggregate principal amount of $1.5-million (U.S.), comprising $750,000 (U.S.) advanced by each lender. The bridge loans bear interest at 12 per cent per annum. The agreements were subsequently amended to require completion of the financing no later than Nov. 1, 2026.

The company has entered into debt settlement agreements with the bridge lenders pursuant to which an aggregate of $1,575,000 (U.S.) in outstanding principal and accrued and unpaid interest will be discharged at closing by set-off against an equal amount of the bridge lenders' respective subscription obligations under the offering, in full and final satisfaction of that indebtedness.

An aggregate of 27,086,182 units will be issued in respect of subscriptions satisfied through the debt settlement, comprising 13,543,091 units to electrum and 13,543,091 units to Paulson. The balance of their subscription obligations and Swiss Capital's subscription obligation will be paid in cash.

The debt settlement forms part of the $3.4-million (U.S.) offering and will reduce the company's indebtedness without generating cash proceeds.

Impact of the offering

Assuming aggregate subscriptions of $3.4-million (U.S.), the company will issue in aggregate 58,471,757 common shares under the offering, representing approximately 17.42 per cent of its issued and outstanding common shares immediately following closing.

Electrum, Paulson and Swiss Capital are existing insiders of the company and collectively hold approximately 59.75 per cent of the currently issued and outstanding common shares. Following completion of the offering and assuming exercise of all warrants issued under the offering, their combined holdings would represent approximately 67.95 per cent of the then issued and outstanding common shares.

All insiders of the company, including those not participating in the offering, currently hold approximately 72.87 per cent of the issued and outstanding common shares. Following completion of the offering and exercise of all warrants issued under the offering, the persons who would then be insiders would collectively hold approximately 77.18 per cent of the then issued and outstanding common shares.

These calculations assume exercise of all warrants issued under the offering and no exercise or conversion of any existing warrants or other convertible securities.

Compliance with MI 61-101

The participation of insiders in the offering and the debt settlement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The company intends to rely on the financial difficulty exemptions from the formal valuation and minority approval requirements under sections 5.5(g) and 5.7(1)(e) of MI 61-101. The board of directors and at least two-thirds of the directors who are independent in respect of the transactions, each acting in good faith, have determined that the company is in serious financial difficulty, the offering and debt settlement are designed to improve its financial position, and their terms are reasonable in the circumstances.

The circumstances described in Section 5.5(f) of MI 61-101 are not applicable, and there is no requirement, corporate or otherwise, to hold a shareholder meeting to obtain approval of the transactions.

The company expects to file a material change report less than 21 days before the anticipated closing of the offering. The company considers this shorter period reasonable and necessary given its immediate financing requirements and the need to complete the financing promptly to sustain essential operations, address outstanding liabilities and continue pursuing the annulment application.

Cash proceeds and use of funds

Assuming completion of the full offering, the company expects to receive approximately $1,825,000 (U.S.) in gross cash proceeds (before payment of transaction expenses). The debt settlement will be effected by set-off against the relevant subscription obligations and will not generate cash proceeds.

The net cash proceeds will provide working capital to sustain essential operations, support the continued pursuit of the annulment application and preserve the company's assets and interests in Romania.

The company will not pay any finders' fees in connection with the offering.

Resale restrictions

The securities issued under the offering will be subject to a Canadian hold period of four months and one day from closing, together with any other applicable resale restrictions. Common shares issued on exercise of the warrants during that period will be subject to the remainder of the applicable hold period.

About Gabriel Resources Ltd.

Gabriel Resources 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-per-cent interest in Rosia Montana Gold Corp. SA (RMGC), with the remaining 19.31 per cent held by Minvest Rosia Montana SA, a Romanian state-owned company. RMGC holds the company's interests in the Rosia Montana 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.

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