Gabriel Resources: Initial Closing of a US$5.6 Million Private Placement
LONDON, UK / ACCESSWIRE / June 20, 2022 / Further to the press release of May 24, 2022, Gabriel Resources Ltd. (TSXV ticker: GBU – “Gabrielle“or the”Company“) is pleased to announce that it has completed a first closing of its previously announced non-brokered private placement (the “Private placement“) of 33,105,117 ordinary shares of the Company (“Ordinary share“) at a price of $0.215 per common share (“Purchase price“) for gross proceeds of US$5.6 million (approximately $7.1 million), subject to stock exchange approval and other approvals as required.
In connection with the initial closing of the private placement, the Company issued an aggregate of 29,950,776 common shares for gross proceeds of US$5.07 million (approximately $6.4 million), representing approximately 3 .1% of the common shares currently issued and outstanding to another on a diluted basis prior to the Private Placement and are subject to a statutory hold period of 4 months expiring on October 18, 2022.
It is expected that the remainder of the Private Placement may close on or about June 24, 2022 or such earlier or later date as may be determined by the Company, subject to satisfaction or waiver by the relevant party of the closing conditions. .
The Company is continuing its arbitration proceedings against Romania before the World Bank’s International Center for Settlement of Investment Disputes (“ICSID Arbitration“) and intends to use the proceeds of the private placement to fund the costs of the ongoing ICSID arbitration and for general working capital purposes.
The private placement has been conditionally approved by the TSX Venture Exchange (the “Swap“) on May 25, 2022. The Private Placement remains subject to final acceptance by the Exchange and receipt of all other applicable approvals. The Company will not pay any cash finder’s fees in connection with the Private Placement.
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 Law“) or any state securities law and, accordingly, may not be offered or sold in the United States or to “U.S. Persons”, as that term is defined in Regulation S promulgated under the U.S. Securities Act (“American people“), except in compliance with the registration requirements of United States securities law and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute a offer to sell or a solicitation of an offer to buy securities of the Company to or on behalf of US persons or US persons.
Further details regarding the private placement, including insider participation, can be found in the press release issued by the Company on May 24, 2022, which is available on the Company’s website at www. gabrielresources.com and filed on SEDAR at www. sedar.com, and the material change report of the same date also filed on SEDAR.
For further information on this press release, 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.
Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The principal activity of the Company 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 located in the Apuseni Mountains of southern Transylvania, Romania, a historic and prolific mining district that since pre- Roman, has been mined intermittently for more than 2,000 years. The exploitation license for the Roşia Montană project is held by Roșia Montană Gold Corporation SA, a Romanian company in which Gabriel holds an 80.69% stake, the balance of 19.31% being held by Minvest Roșia Montană SA, a company Romanian public mining company.
Upon obtaining the license in June 1999, the Group focused nearly all of its management and financial resources on the exploration, feasibility and further development of the Roşia Montană project. Despite the company’s compliance with its legal obligations and its development of the Roşia Montană project as a high quality, sustainable and environmentally friendly mining project, using the best available techniques, Romania has illegally blocked and prevented the implementation implementation of the Roşia Montană project without due process and without compensation. Therefore, the current primary focus of the Society is ICSID arbitration. For more information, visit the company’s website at www.gabrielresources.com.
This press release contains “forward-looking information” (also referred to as “forward-looking statements”) within the meaning of applicable Canadian securities laws. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and to provide investors and others with 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 on a number of estimates and assumptions which, although considered reasonable by the Company at this time, are inherently subject to significant business uncertainties and contingencies. , economic and competitive that could lead to the real growth of the Company. that the financial results, performance or achievements are materially different from those expressed or implied herein.
Some of the important factors or assumptions used to make forward-looking statements include, but are not limited to, uncertainties associated with: ICSID arbitration, Romanian government actions, conditions or events affecting the Company’s ability to finance its operations (including, but not limited to, until the completion of the additional financing referred to above) or the servicing of its debt, the exploration, development and exploitation of mineral properties and the overall impact of errors in judgment made in good faith when preparing forward-looking information.
Forward-looking statements involve risks, uncertainties, assumptions and other factors, including those set forth below, which may never materialize, prove incorrect or materialize otherwise than as currently contemplated, which could cause the Company’s results to differ materially from those expressed or implied by such statements. forward-looking statements.
Any statement that expresses or involves discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions, or future events or performance (often, but not always, identified by words or phrases such that “expects”, “is expected”, “believes”, “anticipates”, “believes”, “plans”, “projects”, “estimates”, “presumes”, “intends” , “strategy”, “goals”, “objectives”, “potential”, “possible” or variations thereof or indicating that certain actions, events, conditions or results “could”, “could”, “should”, “should” or “would” be taken, occur or be achieved, or the negative form of any of these similar terms and expressions) are not statements of fact and may be forward-looking statements.
Many factors could cause actual results to differ materially from those set forth in the forward-looking statements, including, without limitation:
- the coronavirus (COVID‐19) outbreak may affect the Company’s operations and/or the expected timeline for ICSID arbitration;
- the geopolitical situation and economic developments resulting from the conflict and the humanitarian crisis unfolding as a result of the Russian-Ukrainian conflict;
- the duration, costs, process and outcome of ICSID arbitration;
- Romania’s actions following the inscription of the “Roşia Montană Mining Landscape” on the UNESCO World Heritage List;
- the evolution of the liquidity and capital resources of Gabriel and/or the group of companies of which he is the direct or indirect parent;
- access to funding to support the continuation of the Group’s arbitration and/or operating ICSID activities in the future;
- dilution of equity resulting from the conversion or exercise of new or existing securities in whole or in part into common stock;
- the Company’s ability to maintain a continuous listing on the TSX Venture Exchange or any regulated public market for trading in securities;
- the impact on the business strategy and its implementation in Romania of: any allegations of historical acts of corruption, uncertain tax investigations; uncertain legal enforcement both for and against the Group and political and social instability;
- regulatory, political and economic risks associated with operating in a foreign jurisdiction, including changes in laws, governments and legal regimes and the interpretation of existing and future tax and other legislation;
- global economic and financial market conditions;
- exchange rate volatility; and
- the continued availability and involvement in operational or other matters relating to the Group of certain key employees and consultants.
This list is not exhaustive of the factors that could affect the Company’s forward-looking statements.
Investors are cautioned not to place undue reliance on forward-looking statements, and investors should not infer that there have been no changes in the affairs of the Company since the date of this press release that would warrant any change any forward-looking statements made in this document, other documents filed or provided from time to time to applicable securities regulatory authorities or documents posted 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 intention or obligation to publicly update 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 disclosure obligations of the Company under applicable Canadian securities. regulations. Investors are urged to read the Company’s filings with Canadian securities regulators which may be viewed online at www.sedar.com.