Proposed Net Exercise Right for Warrant Holders

LONDON, UK / ACCESSWIRE / November 29, 2023 / Gabriel Resources Ltd / (TSXV:GBU) ("Gabriel") or the ("Company") announces that it intends to provide holders of all outstanding common share purchase warrants (each a "Warrant") with the right to exercise such Warrants, if they so choose, on a "Net Exercise" basis (as such term is defined in Policy 4.4 of the TSXV Corporate Finance Manual).

The proposal will allow each Warrant holder, in lieu of exercising the Warrants by means of payment of cash to the Company, to receive only the number of common shares of the Company ("Shares") that is equal to the quotient obtained by dividing:

1. the product of the number of Warrants being exercised multiplied by the difference between the volume weighted average trading price of the underlying Shares ("VWAP") on the TSX Venture Exchange ("Exchange") and the exercise price; by
2. the VWAP.

The VWAP is calculated by dividing the total value by the total volume of the Shares traded for the five trading days immediately preceding the exercise of the Warrants.

If the Net Exercise right is employed, then the potential proceeds to the Company will be diminished but the equity dilution suffered by all shareholders from the exercise of the Warrants could be significantly reduced.

The Company has the following Warrants outstanding:

• 12,663,486 Warrants which are exercisable at a price of $0.39 and expire between December 18-23, 2023;
• 106,425,847 Warrants which are exercisable at a price of $0.49 and expire between December 21, 2023 and January 15, 2024;
• 81,730,233 Warrants which are exercisable at a price of $0.645 and expire between August 23 and September 13, 2024.

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.

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 Roșia Montană gold and silver project in Romania. The Roşia Montană 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 Roşia Montană Project is 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.

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. Despite the Company's fulfilment of its legal obligations and its development of the Roşia Montană Project as a high-quality, sustainable and environmentally-responsible mining project, using best available techniques, Romania has unlawfully blocked and prevented implementation of the Roşia Montană Project without due process and without compensation. Accordingly, the Company's current core focus is the ICSID Arbitration. 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.

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", "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, the ability to obtain stock exchange approval, where applicable, to effect the grant of rights.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.