Gabriel Resources Ltd.

Notice of 2021 Annual General and Special Meeting of Shareholders

Management Information Circular

June 29, 2021

LETTER TO SHAREHOLDERS

June 29, 2021

Dear Shareholder,

It is my pleasure to inform you that the Annual General and Special Meeting of shareholders of Gabriel Resources Ltd. ("Gabriel") will be held on Tuesday, August 3, 2021 at 11:00 a.m. (Pacific Time) at the offices of Stikeman Elliott LLP, 666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8, Canada (the "Meeting").

The items of business to be considered at the Meeting are described in the Notice of Annual General and Special Meeting of shareholders of Gabriel and accompanying Management Information Circular. We encourage you to vote, which can be done easily by following the instructions set out in the Management Information Circular.

Although we usually welcome the attendance of all shareholders at our Meeting, given the ongoing COVID-19 pandemic and social-distancing guidelines, we strongly discourage shareholders from attending the Meeting in person this year. While open engagement with our shareholders is of utmost importance to our Board and management, the health and safety of our shareholders, employees and society must continue to take precedence. We anticipate shareholders who are not in attendance will not have the ability to vote by electronic means during the Meeting. As always, we encourage shareholders to vote their common shares prior to the meeting by following the instructions under the heading "Voting Instructions" in Part I of the accompanying Management Information Circular.

Thank you for your continuing support of Gabriel and I encourage you to exercise your right to vote.

Sincerely,

(Signed)

Anna El-Erian Chair of the Board of Directors

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of the shareholders of Gabriel Resources Ltd. ("Company") will be held at the offices of Stikeman Elliott LLP, 666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8, on Tuesday, August 3, 2021 at 11:00 a.m. (Pacific Time) (the "Meeting"). The Meeting will have the following purposes:

(1) to receive the audited consolidated financial statements of the Company for the year ended December 31, 2020 together with the auditors' report thereon;
(2) to elect directors of the Company to hold office until the close of the next annual general meeting;
(3) to appoint the auditor of the Company to hold office until the close of the next annual general meeting and to authorize the directors of the Company to fix its remuneration;
(4) to consider and, if appropriate, to pass an ordinary resolution approving the continuation of the incentive stock option plan of the Company; and
(5) to transact such other business as may be brought properly before the Meeting or any continuation of the meeting after an adjournment or postponement.

The accompanying Management Information Circular provides detailed information relating to the matters to be addressed at the Meeting and forms part of this notice. The board of directors of the Company has fixed the close of business on June 29, 2021 as the record date to determine which shareholders are entitled to receive notice of and to vote at the Meeting, or any postponement or adjournment thereof.

Shareholders are encouraged to vote in advance by completing the enclosed form of proxy. Detailed instructions on how to complete and return proxies are provided on pages 1 to 5 of the accompanying Management Information Circular. To be effective, the completed form of proxy must be received by the Company's transfer agent, Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada, prior to 11:00 a.m. (Pacific Time) on July 29, 2021.

The Company intends to hold the Meeting in person. However, in view of the ongoing COVID-19 situation and social-distancing guidelines, the Company strongly encourages shareholders not to attend the Meeting in person. As always, the Company encourages shareholders to vote their common shares prior to the Meeting by following the instructions under the heading "Voting Instructions" in Part I of the accompanying Management Information Circular dated June 29, 2021. The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 pandemic. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed)

Simon Lusty Corporate Secretary

DATED June 29, 2021

If you are a non-registered shareholder and you have received these materials through your broker or through another intermediary, please complete and return the voting instruction form or other authorization in accordance with the instructions provided to you by your broker or by such other intermediary. Failure to do so may result in your shares not being eligible to be voted at the Meeting.

GABRIEL RESOURCES LTD.

MANAGEMENT INFORMATION CIRCULAR

June 29, 2021

PART I - GENERAL INFORMATION
General	1
Solicitation of Proxies	1
Voting Instructions	1
Voting Securities	5
Principal Holders of Voting Securities	5
PART II – BUSINESS OF THE MEETING
Financial Statements and Auditor's Report	6
Election of Directors	6
Appointment of Auditor	7
Approval of Continuation of Incentive Stock Option Plan	8
Other Business	8
PART III – NOMINEES FOR ELECTION TO THE BOARD
Nominees for Election	9
Cease Trade Orders, Bankruptcies, Penalties and Sanctions	17
PART IV – DIRECTORS COMPENSATION FOR 2020
Objectives of Director Compensation	19
Director Compensation Structure	19
Individual Non-Executive Director Compensation	21
Directors' Incentive Plan Awards	22
Directors' Share Ownership Requirements	25
Indebtedness of Directors, Executive Officers and Senior Officers	26
PART V – COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy and Objectives	27
Key Employment Engagement Plan	30
Named Executive Officers	31
Compensation Review Process	32
Components of Executive Compensation	35
Compensation of Named Executive Officers	43
Incentive Plan Awards	44
Prohibition on Hedging and Trading Derivatives	45
Termination and Change of Control Benefits	45

PART VI – CORPORATE GOVERNANCE STATEMENT

Introduction	48
Composition of the Board	48
Independence of Board Members	49
Board Mandate	50
Meetings of the Board and Standing Committees of the Board	52
Standing Committees of the Board	54
Assessment Process	55
Skills Matrix	56
Orientation and Continuing Board Education	57
Nomination of New Directors and Board Size	57
Diversity and Inclusion	57
Retirement Policy and Term Limits	58
Succession Planning and Evaluation of Officers	58
Compensation of Directors and Officers	59
Minimum Share Ownership Requirements	59
Communication/Disclosure Policy and Stakeholder Feedback	59
Code of Business Conduct and Ethics	60

PART VII – ADDITIONAL INFORMATION

Directors' and Officers' Liability Insurance and Indemnification	61
Interests of Directors and Officers in Matters to be Acted Upon	61
Shareholder Proposals for Next Year's Annual Meeting	61
Availability of Documents	61
Corporate Address	62

BOARD OF DIRECTORS' APPROVAL 62

63

Part A – Securities Authorized for Issuance

Part B – Summary of Existing Share-Based Compensation Plans

Part C – Incentive Stock Option Plan

PART I

GENERAL INFORMATION

GENERAL

It is anticipated that copies of this Management Information Circular ("Circular"), the Notice of Meeting, and accompanying form of proxy will be distributed to shareholders on or about July 9, 2021.

Unless otherwise indicated, the information in this Circular is given as at June 29, 2021, all dollar references in this Circular are to Canadian dollars, and all references to financial results are based on the audited consolidated financial statements of Gabriel Resources Ltd. ("Gabriel" or the "Company") as at and for the year ended December 31, 2020 prepared in accordance with International Financial Reporting Standards.

Information in this Circular as to the shares of Gabriel ("Shares") beneficially owned, controlled or directed by certain shareholders is not within the knowledge of the Company and, accordingly, has been obtained by the Company from publicly-disclosed information and/or furnished by such shareholders.

In-Person Attendance at Meeting Discouraged in Light of COVID-19 Pandemic

Gabriel intends to hold the Meeting in person. However, in view of the ongoing COVID-19 situation and social-distancing guidelines, the Company strongly encourages shareholders not to attend the Meeting in person. As always, Gabriel encourages shareholders to vote their Shares prior to the Meeting by following the instructions under the heading "Voting Instructions" in this Part I of the Circular. The Company may take additional precautionary measures in relation to the Meeting in response to further developments with the COVID-19 pandemic. In the event it is not possible or advisable to hold the Meeting in person, the Company will announce alternative arrangements for the Meeting as promptly as practicable, which may include holding the Meeting entirely by electronic means, telephone or other communication facilities.

SOLICITATION OF PROXIES

The information contained in this Circular is furnished in connection with the solicitation of proxies from holders of Shares. These proxies will be used at the Annual General and Special Meeting of shareholders of the Company ("Meeting") to be held on Tuesday, August 3, 2021 at 11:00 a.m. (Pacific Time) at the offices of Stikeman Elliott LLP, 666 Burrard Street, Suite 1700, Vancouver, British Columbia V6C 2X8, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Meeting. It is expected that the solicitation will be made primarily by mail, but proxies and voting instructions may also be solicited personally or by telephone by the Company. The solicitation of proxies by this Circular is being made by or on behalf of the management of the Company and the cost of the solicitation of proxies will be borne by the Company.

VOTING INSTRUCTIONS

Who may vote?

You are entitled to vote at the Meeting (or any adjournment thereof) if you are a holder of Shares as of the close of business on June 29, 2021, the record date for the Meeting ("Record Date"). Each Share is entitled to one vote.

What is being voted on at the Meeting?

You will be voting on:

the election of directors of the Company, to hold office until the close of the next annual meeting;
the appointment of PricewaterhouseCoopers LLP as auditor of the Company until the close of the next annual meeting and authorization of the directors to fix its remuneration; and

the approval of the continuation of the incentive stock option plan of the Company.

A simple majority of votes (50% plus one vote) cast at the Meeting in person or by proxy is required to approve the auditor appointment and the continuation of the incentive stock option plan. With respect to the election of directors, see section entitled "Majority Voting for Directors" below.

How to Vote

The Company intends to hold the Meeting in person. However, in light of the ongoing COVID-19 situation and social distancing measures, the Company strongly encourages shareholders not to attend the Meeting in person. As always, the Company encourages shareholders to vote their Shares prior to the Meeting by following the instructions in this section of the Circular.

How you vote depends on whether you are a registered shareholder or a non-registered shareholder.

Registered Shareholders

You are a registered shareholder if your Shares are held in your name and you have a Share certificate or if you hold your Shares through the Direct Registration System. Registered shareholders may vote their Shares by one of the following methods:

Attendance at the Meeting If you plan to attend the Meeting and vote your Shares in person your vote will be recorded and counted at the Meeting. You do not need to complete and return the form of proxy. Please register with a representative of Computershare Investor Services Inc. ("Computershare"), the transfer agent, upon arrival at the Meeting; or
Appointment of another person If you are unable to attend the meeting, or if your Shares are registered in the name of a corporation, your Shares may still be counted at the Meeting by authorizing another individual, a so-called "proxyholder", to attend the Meeting and vote your Shares (see section entitled "Voting by Proxy" below).

Voting by Proxy

Appointment of Proxies

You can use the enclosed form of proxy, or any other legal form of proxy, to appoint a proxyholder.

The persons named in the enclosed form of proxy are representatives of management of the Company. You have the right to appoint another person (who need not be a shareholder) to represent you at the Meeting. You may appoint another person by inserting that person's name in the blank space set out in the form of proxy provided or by completing another legal form of proxy. By properly completing and returning a form of proxy, you are authorizing the individual named in the form to attend the Meeting and to vote your Shares.

To be valid, a form of proxy must be completed, signed, dated and deposited with Computershare: (i) by mail using the enclosed return envelope or one addressed to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, Canada; (ii) by hand delivery to the aforementioned address; or (iii) by fax to 1-416-263-9524 or toll-free within North America 1-866-249-7775, no later than 11:00 a.m. (Pacific Time) on Thursday, July 29, 2021 or, if the Meeting is postponed or adjourned, at a time and on a day other than a Saturday, Sunday or holiday which is at least 24 hours before the time of such reconvened meeting.

If the Shares are registered in more than one name, all those in whose names the Shares are registered must sign the form of proxy. If the Shares are registered in the name of your corporation or any name other than yours, you may be required to provide documentation that proves you are authorized to sign the form of proxy.

NOTE: It is important to ensure that any other person you appoint is attending the Meeting and is aware that his or her appointment to vote your Shares has been made. All proxyholders should, upon arrival at the Meeting, present themselves to a representative of Computershare.

Exercise of Discretion by Proxies

The Shares represented by your form of proxy must be voted or withheld from voting in accordance with your instruction on the form and, if you specify a choice with respect to any matter to be acted upon, your Shares will be voted accordingly. If you have not specified how to vote on a particular matter, if any amendments are proposed to any matter, or if other matters are properly brought before the Meeting, then, in each case, your proxyholder can vote your Shares as your proxyholder sees fit.

If you complete and return your form of proxy properly appointing representatives of management as your proxy but do not specify how you wish the votes to be cast, your Shares will be voted as follows:

FOR the election of those nominees for director as set out in this Circular;
FOR the appointment of PricewaterhouseCoopers LLP as auditor and the authorization of the directors to fix the auditor's remuneration; and
FOR the approval of the continuation of the incentive stock option plan of the Company.

As of the date of this Circular, the management of the Company does not intend to present any other business at the Meeting and is not aware of any amendment, variation or other matter expected to come before the Meeting.

Non-Registered Shareholders

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most of Gabriel's shareholders are "non-registered" shareholders. You are a non-registered (or beneficial) shareholder if your Shares are registered in the name of:

an intermediary such as a bank, a trust company, a securities broker, a trustee or other nominee ("Intermediary"); or
a clearing agency such as the Canadian Depository for Securities Limited ("CDS"), of which the Intermediary is a participant.

Most shareholders of the Company are non-registered shareholders because the Shares they own are not registered in their names but are instead registered in the name of an Intermediary.

There are two kinds of non-registered shareholders: those who object to their Intermediary disclosing ownership information about themselves to Gabriel, referred to as objecting beneficial owners ("OBOs"), and those who do not object to the Company knowing who they are, referred to as nonobjecting beneficial owners ("NOBOs"). Subject to the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of Reporting Issuers ("NI 54-101"), issuers can request and obtain a list of their NOBOs from Intermediaries via their transfer agents and use the NOBO list for distribution of proxy-related materials directly to NOBOs.

Non-Objecting Beneficial Owners

The Company has decided to take advantage of those provisions of NI 54-101 that permit it to directly deliver proxy related materials to its NOBOs who have not waived the right to receive them. By choosing to send these materials to you directly, the Company (and not the Intermediary holding Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. As a result, NOBOs can expect to receive a voting instruction form ("VIF"), together with the Notice of Meeting, this Circular, and related documents from Computershare (the "Meeting Materials"). These VIFs are to be completed and returned to Computershare in accordance with the instructions provided by Computershare. In this regard, Computershare is required to follow the voting instructions properly received from NOBOs.

Computershare will tabulate the results of the VIFs received from NOBOs. Should a NOBO wish to vote at the Meeting in person, the NOBO must insert the name of the NOBO in the space provided on the VIF, and attend the Meeting and vote in person. NOBOs should carefully follow the instructions of Computershare, including those regarding when and where to complete the VIFs that are to be returned to Computershare.

NOBOs who wish to change their vote must contact Computershare to arrange to change their vote in sufficient time in advance of the Meeting.

Objecting Beneficial Owners

In accordance with the requirements of NI 54-101, we have distributed copies of the Meeting Materials to the clearing agencies and Intermediaries for onward distribution to OBOs. Intermediaries are required to forward the Meeting Materials to OBOs unless, in the case of certain proxy-related materials, the OBO has waived the right to receive them. Very often, Intermediaries will use service companies to forward the Meeting Materials to OBOs. With those Meeting Materials, Intermediaries or their service companies should provide OBOs with a "request for voting instruction form" which, when properly completed and signed by such OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

The purpose of this procedure is to permit OBOs to direct the voting of the Shares that they beneficially own. Should an OBO wish to vote at the Meeting in person, the OBO should follow the procedure in the request for voting instructions provided by the Company on behalf of the Intermediary and request a form of legal proxy which will grant the OBO the right to attend the Meeting and vote in person.

OBOs should carefully follow the instructions of their Intermediary, including those regarding when and where the completed request for voting instructions is to be delivered. The Company will pay for Intermediaries to forward the Meeting Materials to OBOs under NI 54-101. In any event, OBOs should carefully follow the instructions of their Intermediaries and their service companies, as the case may be.

OBOs who wish to change their vote must arrange for their respective Intermediaries to change their vote in sufficient time in advance of the Meeting.

Revocation of a Proxy or Voting Instruction

If you are a registered shareholder and have returned a form of proxy, you may revoke it by:

(i) completing and signing another form of proxy bearing a later date, and delivering it to Computershare Investor Services Inc., Proxy Department at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 (Fax: +1-416-263-9524 or toll-free within North America 1-866- 249-7775) by no later than 11:00 a.m. (Pacific Time) on Thursday, July 29, 2021 or, if the Meeting is postponed or adjourned, at a time and on a day other than a Saturday, Sunday or holiday which is at least 24 hours before the time of such reconvened meeting.; or
(ii) delivering a written statement signed by you (or by someone you have authorized properly to act on your behalf) stating that you wish to revoke your proxy to:
(a) the Corporate Secretary of Gabriel Resources Ltd. at the registered office of the Company (Suite 200 - 204 Lambert Street, Whitehorse, Yukon Y1A 1Z4, Canada) at any time up to and including 11:00 a.m. (Pacific Time) on the last business day prior to the Meeting, or the business day preceding the day to which the Meeting is adjourned; or
(b) to the Chair of the Meeting prior to the commencement of the Meeting or any postponement or adjournment of the Meeting; or
(iii) following any other procedure that is permitted by law.

If you are a non-registered shareholder and wish to revoke your VIF or proxy form, you should contact Computershare or your Intermediary (as described above).

Further Questions

If you have a question regarding the Meeting, please contact Computershare at 1-800-564-6253 (toll free within North America) or +1-514-982-7555 (international direct dial) or visit the website at www.computershare.com.

VOTING SECURITIES

Gabriel is authorized to issue an unlimited number of Shares and an unlimited number of preferred shares, issuable in series. On July 1, 2021, the Company had 967,540,188 Shares issued and outstanding and no preferred shares in issue.

The Shares trade on the TSX Venture Exchange ("Exchange") under the symbol "GBU". Prior to February 1, 2018, the Shares traded on the Toronto Stock Exchange ("TSX").

PRINCIPAL HOLDERS OF VOTING SECURITIES

To the knowledge of the directors and officers of the Company, no person or company beneficially owns, or controls or directs, directly or indirectly, voting securities of the Company carrying 10% or more of the voting rights attached to any class of voting securities of the Company as of the date of this Circular, other than as set out below:

Name and Address	Number of Shares	Percentage of Outstanding Shares(1)
Electrum(2) 535 Madison Avenue, 12th Floor, New York, NY 10022	127,917,939	13.2%
Tenor Capital Management(3) 810 7th Avenue, Suite 1905 New York, NY 10019	163,346,869	16.9%
Kopernik Global Investors, LLC Two Harbour Place 302 Knights Run Avenue, Suite 1225 Tampa, Florida 33602	165,194,833	17.1%
The Baupost Group, LLC(4) 10 St. James Avenue, Suite 1700, Boston, MA 02116	104,306,371	10.8%
Paulson & Co. Inc. 1133 Avenue of the Americas, Floor 33 New York, NY, 10036	97,646,625	10.1%

Notes:

(1) Percentage is based on 967,540,188 Shares issued and outstanding as at July 1, 2021.

(2) The number of Shares indicated includes (i) 123,917,939 Shares owned by Electrum Global Holdings L.P. ("EGH") and (ii) 4,000,000 Shares owned by GRAT Holdings LLC. EGH is the owner of, and has control over, Leopard Holdings LLC, which, in turn, has direct and/or indirect control over TEG Global GP Ltd., the sole general partner of EGH, and The Electrum Group LLC ("TEG Services"), the investment adviser to EGH. TEG Services possesses voting and investment discretion with respect to the securities held by EGH.
(3) The number of Shares indicated includes (i) 155,668,366 Shares owned by Enescu Investments Inc. ("Enescu") and (ii) 7,678,503 Shares owned by Tenor Opportunity Associates LLC ("TOA"). Tenor Capital Management, LLC, has direct and/or indirect control over, or voting and investment discretion with respect to, the securities held by Enescu and TOA.
(4) The Baupost Group, L.L.C. ("Baupost") is an investment adviser registered with the United States Securities and Exchange Commission. The Shares referenced above reflect Shares purchased on behalf of various investment limited partnerships managed by Baupost.

PART II

BUSINESS OF THE MEETING

FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The audited consolidated financial statements of the Company for the year ended December 31, 2020 ("Financial Statements") and the report of the auditor thereon will be placed before the Meeting. Approval of the shareholders is not required in relation to the Financial Statements.

ELECTION OF DIRECTORS

Number of Directors

The articles of the Company provide for the Board of Directors of the Company ("Board" or "Board of Directors") to consist of a minimum of three and a maximum of twenty-one directors.

Currently, the Board is comprised of seven directors. The Board, following the recommendation of the Corporate Governance & Nominating Committee of the Board ("CG&N Committee"), has determined that its current size and composition is appropriate and, accordingly, to put forward the existing seven directors of the Company for election as named below:

Jeffrey Couch	Dag Cramer	Anna El-Erian
Ali Erfan	Dan Kochav	James Lieber

Dragos Tanase

All of the proposed director nominees, other than Ms. El-Erian and Messrs. Couch and Lieber, were elected to their present term as directors by the shareholders at the annual general meeting of the Company held on September 17, 2020. Ms. El-Erian and Messrs. Couch and Lieber were appointed to the Board in January 2021. The term of office of each of the present directors expires at the Meeting. For further information on the proposed nominees for election as directors, see "Nominees for Election to the Board" in Part III of this Circular.

Each nominee has confirmed his or her eligibility and willingness to serve as a director if elected and, in the opinion of the Board and management, the proposed nominees are qualified to act as directors of the Company. The term of office of each director is from the date of the meeting at which he or she is elected or appointed until the close of the next annual general meeting of shareholders or until a successor is elected or appointed or such director resigns.

Management and the Board recommend that shareholders vote FOR the election of the named nominees.

Unless authority to do so is withheld, the persons named in the enclosed form of proxy intend to vote FOR the election of the proposed nominees. Management does not expect that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote for another nominee at their discretion unless the form of proxy specifies that the Shares are to be withheld from voting in the election of directors.

Majority Voting for Directors

The Board will consider the recommendation of the CG&N Committee and determine whether to accept the resignation within 90 days of the applicable Meeting. A news release will be issued by Gabriel announcing the Board's determination, a copy of which will be sent to the Exchange. The Board will accept the resignation absent exceptional circumstances. If the Board does not accept the resignation, the news release will fully state the reasons for the decision. A director who tenders his or her resignation will not participate in any meetings to consider whether the resignation shall be accepted.

Shareholders should note that, as a result of the majority voting policy, a "withhold" vote is effectively the same as a vote against a director nominee in an uncontested election.

APPOINTMENT OF AUDITOR

Management and the Board propose that PricewaterhouseCoopers LLP ("PWC") be appointed as Gabriel's auditor until the close of the next annual meeting. It is also proposed that the remuneration to be paid to the auditor of the Company be fixed by the Board. PWC has been Gabriel's auditor for more than five years.

Fees payable to PWC in 2019 and 2020 are detailed below.

	Year ended December 31, 2020 (\$)	Year ended December 31, 2019 (\$)
Audit Fees(1)	174,000	157,000
Audit-Related Fees(2)	55,000	53,000
Tax and Other Fees(3)	128,000	69,000
All Other Fees(4)	2,000	2,000
Total	____ 359,000	____ 281,000

Notes:

(1) All services performed by PWC in connection with the review of annual audited consolidated financial statements of Gabriel, including services performed to comply with International Financial Reporting Standards.
(2) All Audit-Related Fees were paid for professional services rendered by PWC for (i) review of the quarterly financial statements of Gabriel and management discussion and analysis ("MD&A") in accordance with generally accepted standards for a review; (ii) review of annual financial statements of Gabriel and certain of its wholly or majority owned, offshore subsidiaries; and (iii) such other services as may be designated by the Audit Committee from time to time as Audit Related Services.
(3) All services performed by PWC which are not Audit services or Audit Related services including, without limitation: (i) services in connection with tax planning, compliance and advice; and (ii) such other services as may be designated by the Audit Committee from time to time as Tax and Other Services.

(4) All other services performed by PWC.

The Audit Committee is responsible for the pre-approval of all audit, audit-related, tax related and other services provided by the Company's appointed external auditor.

The Board recommends that shareholders vote FOR the re-appointment of PWC as the Company's auditor.

Unless authority to do so is withheld, the persons named in the enclosed form of proxy intend to vote FOR this appointment.

APPROVAL OF CONTINUATION OF INCENTIVE STOCK OPTION PLAN

Shareholders will be asked to consider and, if thought appropriate, pass a resolution approving the continuation of the existing incentive stock option plan (the "Option Plan") of the Company.

Pursuant to the Option Plan, incentive stock options to acquire Shares (an "Option") may be granted to a director, officer, employee or consultant of Gabriel or any of its subsidiary companies ("Gabriel Group") and the Company accordingly allocates Shares for issuance under outstanding Options. Pursuant to the policies of the Exchange, the Company is required to obtain shareholder approval of the Option Plan each year because the Option Plan is a rolling-maximum option plan whereby the maximum number of Shares that may be allocated for issuance and which can be purchased upon the exercise of all Options granted under the Option Plan is fixed at 10% of the issued and outstanding Shares (calculated on a non-diluted basis) from time to time. As a result, should the Company issue additional Shares in the future, the number of Options to acquire Shares issuable under the Option Plan will increase accordingly.The Option Plan was last approved by shareholders on September 17, 2020.

A summary of the Option Plan is set out under the section entitled "Compensation Discussion and Analysis – Components of Executive Compensation" in Part V of this Circular and the section entitled "Summary of Existing Share-Based Compensation Plans" in Part B of the Appendix of this Circular. A copy of the Option Plan is also set out in Part C of the Appendix of this Circular.

Option Plan Resolution

At the Meeting, shareholders will be asked to consider and, if deemed advisable, to approve, with or without variation, the following resolution to approve the Option Plan:

"RESOLVED THAT:

1. the continuation of the incentive stock option plan of the Company, as set out in Part C of the Appendix to the Management Information Circular of the Company dated June 29, 2021, (the "Stock Option Plan"), be and it is hereby re-approved;
2. the Stock Option Plan may be amended as set out therein, or in order to satisfy the requirements or requests of any regulatory authorities or the TSX Venture Exchange, without requiring further approval of the shareholders of the Company; and
3. any director or officer is hereby authorized to execute and deliver all such deeds, documents and other writings and perform such acts as may be necessary in order to give effect to foregoing resolution and the board of directors of the Company from time to time, is hereby authorized to grant options in the capital stock of the Company in accordance with the provisions of the Stock Option Plan and the policies of the TSX Venture Exchange."

In order to be passed, the resolution requires approval by more than 50% of the votes cast by shareholders, either present in person or represented by proxy, at the Meeting.

The Board recommends that shareholders vote FOR the continuation of the Option Plan.

Unless authority to do so is withheld, the persons named in the enclosed form of proxy intend to vote FOR the approval of this resolution.

OTHER BUSINESS

As of the date of this Circular, management does not intend to present any other business at the Meeting and is not aware of any amendment, variation or other matter expected to come before the Meeting. However, if any other matters are properly brought before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote on such matters in accordance with their best judgment.

PART III

NOMINEES FOR ELECTION TO THE BOARD

NOMINEES FOR ELECTION

The following tables set out, amongst other information, the name and biographical information of each nominee for election to the Board, including (i) present principal occupation; (ii) those principal occupations and public company directorships held during the past five years; and (iii) whether or not the nominee has been determined by the Board to be independent under Canadian securities laws. The tables also set out the number of Shares, deferred share units ("DSUs"), restricted share units ("RSUs") and outstanding Options held by the nominees for each of the last three financial years, and the reported accounting value of securities held as at December 31 in each of those respective financial years. DSUs and RSUs are collectively referred to as "Share-based awards" in this Circular.

The information included within the tables is presented on the following basis of preparation:

A. The Board is responsible for determining whether or not each director is independent. In determining independence, the Board took into consideration, amongst other matters, the definition of independence in National Instrument 58-101 - Disclosure of Corporate Governance Practices ("NI 58-101"). See the section entitled "Independence of Board Members" in Part VI of this Circular.
B. Areas of expertise reflect the skills matrix self-assessment information set out under the section entitled "Skills Matrix" in Part VI of this Circular, and reflects a subset of the skills for each director.
C. The information as to residence, age, principal occupation and number of Shares beneficially owned or over which control or direction is exercised, not being within the knowledge of Gabriel, has been provided by the respective nominee.
D. For a description of the Company's policy on minimum ownership expectations of directors, see the section entitled "Directors' Share Ownership Requirements" in Part IV of this Circular.
E. The tables set out the attendance record of each nominee for election to the Board at meetings of the Board or its Committees during 2020.

Explanatory notes (1)-(8) referenced within the tables are set out at the end of the following tables in this Part III of the Circular.

Jeffrey Couch
Age: 52	Jeffrey Couch is a financial services executive with extensive experience in the natural resources sector, having advised and raised capital for clients globally, with a particular
London	focus on emerging markets. Currently, Mr. Couch is working with Orion Resource Partners, a mining-focused global private equity firm with over US\$6 billion under management. He has worked with several financial services firms in Europe, including

Director since January
2021				being Head of Investment Banking Europe for BMO Capital Markets (Bank of
				Montreal), and has also had senior investment banking roles with Credit Suisse Europe
Independent				and Citigroup (Solomon Brothers). Mr. Couch also has public board experience on
				both the Toronto Stock Exchange and the London Stock Exchange. He holds both an
Areas of experience /			undergraduate business degree and a law degree.
expertise: ƒ Corporate finance	Securities Held
ƒ Financial literacy	As at				Total Value of
ƒ Strategic leadership	December			Total Shares and	Shares and
and management	31	Shares(1)	DSUs(2)	DSUs held(3)	DSUs(4)
ƒ Industry knowledge	2020	nil	nil	nil	nil
ƒ Corporate	2019	nil	nil	nil nil
governance ƒ Legal Experience	2018	nil	nil	nil nil
ƒ Government
relations	As at
ƒ European experience	December
	31		Options and Value of Options(5)		Total Value of Equity(6)
	2020	nil	nil		nil
	2019	nil	nil		nil
	2018	nil	nil		nil
		Gabriel Board and Board Committees		2020 Meeting Attendance(7)
	Board of Directors			N/A	N/A
			2020 Annual Meeting Voting Results
		Votes in Favour			Votes Withheld
	N/A		N/A	N/A	N/A
		Current public company directorships(8)		Current board committee memberships
	Denarius Silver Corp.			None
	Other public company directorships within the Other public company board last five years committees
Aris Gold Corporation (formerly Caldas Gold None Corp.)

Dag Cramer Age: 58 Mauritius Director since June 2012	Dag Cramer is the CEO of Norn Verdandi Limited, a company providing financial advisory services and also CEO of BSG Capital Markets Limited. Mr. Cramer worked for Anglo American PLC as a management trainee commencing in 1989 followed by three years as executive assistant to the Deputy Chairman and CFO. His subsequent senior roles within that group included responsibility for the group's treasury operations as well as its investment activities and risk management activities after its listing in London.

Non-independent	Securities Held
Areas of experience / expertise: ƒ Strategic leadership	As at December 31	Shares(1)		DSUs(2)	Total Shares and DSUs held(3)	Total Value of Shares and DSUs(4)
and management	2020		nil	740,560	740,560	\$170,329
ƒ Corporate finance	2019		nil	538,948	538,948 \$253,306
ƒ Financial literacy ƒ Industry knowledge	2018		nil	429,694	429,694 \$146,096
ƒ Corporate governance ƒ Government relations	As at December Options and Value of Options(5) Total Value of Equity(6) 31
ƒ European experience	2020	375,000		nil		\$170,329
	2019	375,000		\$34,500		\$287,806
	2018	375,000		\$6,750		\$152,846
	Gabriel Board and Board Committees				2020 Meeting Attendance(7)
	Board of Directors				8/9	89%
					2020 Annual Meeting Voting Results
		Votes in Favour			Votes Withheld
	290,334,436			82.97%	59,573,278	17.03%
	Current public company directorships(8) Current board committee memberships
	None None
	Other public company directorships within the Other public company board last five years committees
	None				None

Anna El-Erian Age: 55

USA/Canada

Director since January 2021

Independent

Areas of experience / expertise:

Strategic leadership and management
Corporate finance
Legal Experience
Financial literacy
Industry knowledge
Corporate governance
Government relations
European experience

Anna El-Erian (nee- Stylianides) has 30 years of experience in global capital markets having spent much of her career in investment banking, private equity, and corporate management and restructuring. Ms. El-Erian began her career in corporate law by joining the firm of Webber Wentzel Attorneys in 1990 after graduating from the University of the Witwatersrand in Johannesburg, South Africa. In 1992, she joined Investec Merchant Bank Limited where she specialized in risk management and gained extensive experience in the areas of corporate finance and structured finance, mergers and acquisitions, structuring, specialized finance and other banking and financial services transactions. Ms. El-Erian was also involved in designing and structuring of financial products for financial institutions and corporations. Since 1997, Ms. El-Erian has been a director of and has been engaged in the financial restructuring of certain Nasdaq publicly traded companies and has extensive knowledge of Canadian and SEC securities regulations. She has worked extensively in structuring and implementing corporate and structured finance transactions in the mining, banking and bio-science sectors. Ms. El-Erian was previously a director and CEO of Surgical Spaces Inc. group of companies, and has been instrumental in overseeing its national expansion strategy as Canada's private healthcare consolidator. Ms. El-Erian was previously on the board of directors of Eco Oro Minerals Corp. and is currently a director of Altius Minerals, Altius Renewable Royalties, Entrée Resources and Sabina Gold & Silver.

Securities Held

As at December			Total Shares and	Total Value of Shares and
31	Shares(1)	DSUs(2)	DSUs held(3)	DSUs(4)
2020	nil	nil	nil	nil
2019	nil	nil	nil	nil
2018	nil	nil	nil	nil
As at December 31		Options and Value of Options(5)		Total Value of Equity(6)
2020	nil	nil		nil
2019	nil	nil		nil
2018	nil	nil		nil
	Gabriel Board and Board Committees		2020 Meeting Attendance(7)
Board of Directors			N/A N/A
			2020 Annual Meeting Voting Results
	Votes in Favour			Votes Withheld
N/A		N/A	N/A	N/A
	Current public company directorships(8)		Current board committee memberships
Altius Minerals Corporation			Corporate Governance and Nominating Committee (chair)
	Altius Renewable Royalties Corp.		Audit Committee
			Compensation and Nominating Committee (chair)
Sabina Gold & Silver Corp.			Audit Committee
			Compensation Committee
Entrée Resources Ltd.			Audit Committee (chair)
			Corporate Governance and Nominating Committee
last five years		Other public company directorships within the	Other public company board committees
Eco Oro Minerals Corp.			Nominating and Corporate Governance Committee

Ali Erfan Age: 56 Monaco Director since June 2019 Non-independent Areas of experience / expertise: ƒ Strategic leadership		Kauffman Foundation for Venture Capital.			Ali Erfan brings over 20 years of experience in senior roles in the venture capital and private equity industry, including as senior partner at 3i Group, Plc. Mr. Erfan currently serves as a board member and Vice Chairman of The Electrum Group as well as several Electrum Group portfolio companies. Mr. Erfan has advised the Company through consultancy services provided by Ajami Associates Limited since 2008. Mr. Erfan may be called upon by the Company to provide similar advisory services in the future. Mr. Erfan also currently serves as a director of a number of other private companies and is a managing consultant at IBH, a strategic advisory firm. He was a founding board member of Leor Energy and in his early career, he was a technology entrepreneur. Mr. Erfan has an MBA from the London Business School and a BA and an MA in Politics, Philosophy and Economics from Oxford University. He is also a Fellow of the
and management ƒ Corporate		Securities Held (see note)
governance ƒ Human resources and executive	As at December 31	Shares(1)	DSUs(2)	Total Shares and DSUs held(3)	Total Value of Shares and DSUs(4)
compensation	2020	nil	140,761	140,761	\$32,375
ƒ Financial literacy ƒ Industry knowledge	2019	nil	140,761	140,761	\$66,158
ƒ Government /	2018	nil	nil	nil nil
political experience ƒ European experience	As at December 31		Options and Value of Options(5)		Total Value of Equity(6)
	2020	5,233,451	nil		\$32,375
	2019	5,150,000	\$17,250		\$83,408
	2018	5,075,000	\$4,500		\$4,500
		Gabriel Board and Board Committees			2020 Meeting Attendance(7)
	Board of Directors			9/9	100%
				2020 Annual Meeting Voting Results
		Votes in Favour			Votes Withheld
	294,414,762		84.14%	55,492,952	15.86%
	Current public company directorships(8) Current board committee memberships Gatos Silver, Inc. Compensation & Nominating Committee
	Finance Committee
	the last five years	Other public company directorships within			Other public company board committees
	Draper Oakwood Technology Acquisition, Inc. None
	Reebonz Holding Limited None

Note: 5,075,000 of the Options referenced above were issued to Ajami Associates Ltd as part of a consulting arrangement with the Company – the additional 75,000 Options were issued to Mr. Erfan in his capacity as a director of the Company. Ajami is a company owned by a discretionary trust of which Mr. Erfan is one of several potential beneficiaries. Mr Erfan is not a trustee or otherwise involved in an administrative capacity with the trust.

Dan Kochav
Age: 63
USA

Director since June 2019

Non-independent

Areas of experience / expertise:

Strategic leadership and management
Industry knowledge
Corporate governance
Environmental / sustainable
development Human resources
and executive compensation

Dan Kochav has been a Partner and the COO for Tenor Capital Management since October 2005 and is a member of the board of directors of Empower Energies Inc., a C&I Solar Developer, Crystallex International Corporation and a number of investment funds managed by Tenor Capital Management. Previously, at Putnam Lovell NBF Dan was responsible for building hedge fund-related businesses, including incubating the team that formed Tenor. Prior to joining Putnam Lovell NBF, he was a Managing Director at TD Securities in New York responsible for starting up and managing a number of businesses including Convertible Arbitrage, Index Arbitrage, Corporate Equity Derivatives, and a cross-border Structured Private Placement business. Mr. Kochav has been a member of the board of the Managed Funds Association and started his Wall Street career at PaineWebber Inc. where he was a Vice President in the private placements group. Mr. Kochav graduated from M.I.T. Sloan School of Management with a Master of Science in Management in 1985 and from Concordia University in Montreal with a Bachelor of Commerce in 1983.

Securities Held
As at December 31	Shares(1)	DSUs(2)	Total Shares and DSUs held(3)	Total Value of Shares and DSUs(4)
2020	nil	nil	nil	nil
2019	nil	nil	nil	nil
2018	nil	nil	nil	nil
As at December 31		Options and Value of Options(5)		Total Value of Equity(6)
2020	nil	nil		nil
2019	nil	nil	nil
2018	nil	nil	nil
	Gabriel Board and Board Committees			2020 Meeting Attendance(7)
Board of Directors			9/9	100%
Arbitration Committee			2/2	100%
		2020 Annual Meeting Voting Results
	Votes in Favour			Votes Withheld
	294,414,268	84.14%	55,493,446	15.86%
	Current public company directorships(8)		Current board committee memberships
None			None
the last five years	Other public company directorships within		Other public company board committees
	Crystallex International Corporation		None

Note: Mr. Kochav has elected not to receive compensation for his services as a non-executive director.

James Lieber				James Lieber has more than 25 years of experience in the strategic management of
Age: 58				complex international projects and situations for multi-national corporations,
France				investment funds, organizations and high-net-worth individuals in Europe and the
				United States. Mr. Lieber is the founder and president of Lieber Strategies. From 1997
Director since January 2021				to 2004, Mr. Lieber served as Director of Corporate Affairs at LVMH Moet Hennessy Louis Vuitton S.E. He practiced law with Cleary, Gottlieb, Steen & Hamilton from
				1994 to 1997. Mr. Lieber holds a Juris Doctor degree cum laude from Northwestern
Independent				University School of Law in Chicago, Illinois and a Master in Public Policy degree
				from Harvard University's Kennedy School of Government, in Cambridge,
Areas of experience /				Massachusetts. He received his Bachelor of Arts degree from Wesleyan University in
expertise:				Middletown, Connecticut with honours in art history. Mr. Lieber is an attorney
ƒ Strategic leadership				admitted to practice in the State of New York and a member of the Council on Foreign
and management				Relations and the Global Advisory Council of the Woodrow Wilson Center for
ƒ Corporate finance				International Scholars. Mr. Lieber is a director of companies including LVMH Inc. and
ƒ Legal Experience				DFS Group, as well as of Stanhope Capital, a private wealth manager with offices in
ƒ Financial literacy				London, Geneva, Paris and New York. He is also a director of the French-American Foundation, a member of Panthera's Conservation Council and a Friend of the
ƒ Industry knowledge ƒ Corporate		Foundation for Jewish Heritage.
governance
ƒ Government	Securities Held As at
relations					Total Value of
ƒ European experience	December		Total Shares and Shares and DSUs(2)
	31	Shares(1)		DSUs held(3) DSUs(4)
	2020	nil	nil	nil	nil
	2019	nil	nil	nil	nil
	2018	nil	nil	nil	nil

	As at
	December 31		Options and Value of Options(5)		Total Value of Equity(6)
	2020	nil	nil		nil
	2019	nil	nil		nil
	2018	nil	nil		nil
		Gabriel Board and Board Committees			2020 Meeting Attendance(7)
	Board of Directors			N/A	N/A
			2020 Annual Meeting Voting Results
	Votes in Favour Votes Withheld
	N/A		N/A	N/A	N/A
	Current public company directorships(8) Current board committee memberships
	None None
	Other public company directorships within the Other public company board last five years committees
	None None

Dragos Tanase Age: 48 Romania Director since August 2018 Non-independent Areas of experience / expertise: ƒ Strategic leadership and management		consultant in major industrial privatisation projects.		Dragos Tanase is the President and Chief Executive Officer of Gabriel. Mr. Tănase was appointed to the Board on August 8, 2018. Mr. Tănase has been the Managing Director of SC Ro܈ia Montană Gold Corporation SA ("RMGC"), the Company's 80.69% owned Romanian subsidiary, for 10 years, a position which he continues to hold. Mr. Tănase joined RMGC in February 2008, coming from one of the largest telecom operators in Romania, UPC (a Liberty Global subsidiary). Within UPC, Mr. Tănase coordinated the acquisition and merger of over 40 cable operators over a period of 7 years, which combined employed a workforce of 3,600 people. Previously, Mr. Tănase - an expert in financial management - worked in financial and business consultancy, first at the Romanian Ministry of Finance and then with Arthur Andersen. In 1999, Mr Tanase was involved in performing a study to determine the feasibility of the 550 mines in operation at the time in Romania. Additionally, he participated as a
ƒ Financial literacy ƒ Industry knowledge	Securities Held
ƒ Environmental / sustainable development	As at Total Value of December Total Shares and Shares and DSUs DSUs held(3) (4) Shares(1) DSUs (2) 31 2020 nil nil nil nil
ƒ Human resources
and executive	2019 nil nil nil nil
compensation ƒ European experience	2018	nil	nil	nil	nil
	As at December 31		Options and Value of Options(5)		Total Value of Equity(6)
	2020	3,700,000	nil		nil
	2019	2,750,000	\$225,500		\$225,500
	2018	1,850,000	\$9,000		\$9,000
		Gabriel Board and Board Committees			2020 Meeting Attendance(7)
	Board of Directors			9/9	100%
			2020 Annual Meeting Voting Results
	Votes in Favour Votes Withheld
	294,411,568 84.14% 55,496,146 15.86%
	Current public company directorships(8) Current board committee memberships
	None None
	Other public company directorships within the Other public company board last five years committees
	None			None

Notes:

(1) Common shareholdings include the number of Shares, excluding fractional amounts, beneficially owned, or controlled or directed, directly or indirectly, by the director as at December 31 of the year reported. As at June 29, 2021, there had been no changes to the share ownership of the directors from December 31, 2020.
(2) The numbers in this column reflect the DSUs granted to the directors. DSUs are not voting securities but are included in this table for information purposes and refer to the number of DSUs for each director as at December 31 of the year reported. All DSUs were granted pursuant to the Company's deferred share unit plan. See the section entitled "Individual Non-Executive Director Compensation" in Part IV of this Circular and the section entitled "Summary of Existing Share-Based Compensation Plans" in Part B of the Appendix of this Circular. Effective from July 1, 2016, directors receive 50% of their directors' fees in DSUs (or can elect to take that proportion in Options) and have the right to elect to receive additional parts or all of their fees in DSUs and/or Options. An aggregate of 298,237 DSUs were issued on January 14, 2021 in lieu of directors fees for services performed in 2020 included in the tables above. Similarly the tables include 115,944 DSUs granted on January 8, 2020 for services provided in the fourth quarter of 2019 and 130,870 DSUs granted on January 10, 2019 for services provided in the fourth quarter of 2018.
(3) Total number of Shares and DSUs as at December 31 of the year reported.
(4) Total value reflects the number of Shares and DSUs held by the director as at December 31 of the year reported multiplied by the closing price on the Exchange of a Share on December 31 of the year reported (December 31, 2020 (\$0.23), December 31, 2019 (\$0.47) and December 31, 2018 (\$0.34)).
(5) Directors' Options are not voting securities but have been included in this table for information purposes. The number of Options for each director is as at December 31 of the year reported. The value of Options for a year reported reflects the 'in-the-money' amount of the Options (the difference between the closing price on the Exchange of a Share on December 31 for the year reported (December 31, 2019 (\$0.47), December 31, 2018 (\$0.34) and December 31, 2017 (\$0.42)) and the exercise price of the Option) held as at December 31 of the year reported. On January 14, 2021 an aggregate of 421,176 Options were issued in lieu of directors fees at an exercise price of \$0.22 per Option and are included in the tables above as they relate to services provided in the third and fourth quarter of 2020 and a total of 174,000 Options were issued to certain non-executive directors in accordance with the Annual Option Grant policy, described in Part IV, in connection with their re-election as directors in September 2020. Similarly 102,704 Options were issued on January 8, 2020 at an exercise price of \$0.49 per Option and included within the 2019 year in the tables above and 131,029 Options were issued on January 10, 2019 at an exercise price of \$0.34 per Option and included within the 2018 year in the tables above as they relate to services provided in the fourth quarter of 2019 and 2018 respectively.
(6) Total value reflects the value of all Shares, DSUs, and Options held as at December 31 of the year reported calculated in accordance with footnotes (4) and (5).
(7) The tables set out the attendance record of each nominee for election to the Board at meetings of the Board or its Committees during 2020 (as applicable). In circumstances when the director joined or departed the Board during the year, the attendance record is determined only with respect to the number of meetings held during his or her tenure. Mr. Tanase attends all Committee meetings on a noncompensated basis. See also the sections entitled "Meetings of the Board and Standing Committees of the Board" and "Standing Committees of the Board" in Part VI of this Circular.
(8) The information in respect of "Current public company directorships" reflects positions held by the directors on the boards of other publicly traded companies in Canada (or the equivalent in jurisdictions outside of Canada).

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

General

To Gabriel's knowledge and except as disclosed below, no nominee for director is or has been in the last ten (10) years a director, chief executive officer or chief financial officer of any company that: (a) was subject to an order that was issued while the nominee was acting in that capacity, or (b) was subject to an order that was issued after the nominee ceased to act in that capacity and which resulted from an event that occurred while that person was acting in that capacity. For the purposes of the foregoing, "order" means (i) a cease trade order, (ii) an order similar to a cease trade order, or (iii) an order that denied the relevant company access to any exemption under securities legislation, which was in effect for a period of more than 30 consecutive days

To Gabriel's knowledge and except as disclosed below, no nominee for director: (a) is or has been in the last ten (10) years a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has in the last ten (10) years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

Specific disclosures

Mr. Kochav has been a director of Crystallex International Corporation ("Crystallex"), a company formerly listed on the TSX and the NYSE AMEX, since June 2019. On December 23, 2011, Crystallex voluntarily applied for and obtained an order ("Initial Order") from the Ontario Superior Court of Justice (Commercial List) granting protection under the Companies' Creditors Arrangement Act (CCAA). Crystallex sought protection under the CCAA as it was unable to pay \$100,000,000 of senior unsecured notes which became due on December 23, 2011. The Initial Order provided for a general stay of proceedings for 30 days; however, subsequent court orders extended the stay until November 5, 2021.

On April 13, 2012, the Ontario Securities Commission ("OSC") issued a temporary CTO against Crystallex under National Policy 12-203 for failing to file its audited financial statements and other annual disclosure documents by March 30, 2012 as required by Canadian securities laws in respect of Crystallex's financial year ended December 31, 2011. The CTO prohibited trading of Crystallex's securities, other than trades made pursuant to debtor-in-possession financing as approved by the Ontario Superior Court of Justice (Commercial List) in connection with the CCAA proceedings and trades for nominal consideration to realize tax loses. Subsequently, the OSC, together with the securities regulatory authorities in British Columbia and Quebec, issued permanent cease trade orders against Crystallex.

On December 12, 2012, the Division of Enforcement of the U.S. Securities and Exchange Commission (the "SEC") advised Crystallex that it was reviewing the Crystallex's registration in view of the Crystallex's failure to comply with the timelines for certain of its filings under the Securities Exchange Act of 1934 ("Securities Exchange Act"). Crystallex subsequently reached a settlement with the SEC on May 1, 2013 consenting to the revocation of its registration under the Securities Exchange Act.

PART IV

DIRECTOR COMPENSATION FOR 2020

OBJECTIVES OF DIRECTOR COMPENSATION

The main objective of Gabriel's director compensation program is to attract and retain directors with a broad range of skills and knowledge relevant to the Company's operations, and the ability to successfully carry out the Board's mandate. Directors are required to devote significant time and energy to the performance of their duties, including preparing for and attending Board meetings, participating on committees and ensuring that they stay informed about the Company's business, Romania (as the country in which its principal assets are located), developments affecting the global mining industry and more recently process and trends in international arbitration, as well as their legal and regulatory obligations as stewards of a publicly traded company on the Exchange. In order to attract and retain directors who meet these expectations, the Board believes that it must offer a competitive compensation package.

DIRECTOR COMPENSATION STRUCTURE

Total compensation for non-executive directors, being those directors other than the President and CEO ("non-executive directors"), through 2020 consisted of annual retainers and meetings fees, payable quarterly in arrears, an annual equity award provided in the form of Options and a one-time grant of 80,000 DSUs to new directors, and, in respect of the Audit Committee, meeting fees.

Annual Retainers and Meeting Fees

The following table shows the annual retainer and meeting fees paid to the non-executive directors for the year ended December 31, 2020:

Type of Service	Director Designation(1)	Annual Retainer (\$)	Meeting Fee (\$)
Chair of the Board	Non-Executive	110,000	—
Member of the Board	Non-Executive	60,000	—
Chair of the Audit Committee	Non-Executive	15,000	—
Members of the Audit Committee(2)	Non-Executive	—	1,000
Chair of the Corporate Governance & Compensation
Committee(3)	Non-Executive	7,500	—
Chair of the Arbitration Committee(4)	Non-Executive	15,000	—

Notes:

(1) During the year ended December 31, 2020, all directors were considered non-executive directors, except Mr. Tanase who serves as President and CEO of Gabriel. Mr. Tanase did not receive compensation related to his activities as a director, as he received compensation as President and CEO of Gabriel (see "Compensation Discussion and Analysis – Compensation of Named Executive Officers" in Part V). Upon his appointment to the Board in 2019, Mr. Kochav elected not to receive compensation for his services as a non-executive director.
(2) The meeting fee payable to members of the Audit Committee is only payable in respect of the four scheduled meetings of the Audit Committee in each year.
(3) In February 2021, the Board determined to divide the Corporate Governance & Compensation Committee into two separate standing committees, namely the CG&N Committee and the Compensation Committee. As described below, the Board determined in March 2021 that: (i) the annual fees for the Chairs of the CG&N Committee and the Compensation Committee should be set at \$7,500 (the same amount as previously paid to the Chair of the Corporate Governance & Compensation Committee in 2020); and (ii) in common with the Audit Committee, members of the CG&N Committee and Compensation Committee should be entitled to a fee of \$1,000 per meeting attended for up to four meetings of such committees in each year.

(4) The Arbitration Committee was disbanded in May 2020.

Since July 2016, the Board has adopted a policy whereby non-executive director fees are payable 50% in cash and 50% in DSUs or, at the election of the non-executive director, in Options, with the alternative to take up to 100% of such fees in either DSUs or Options. Any Options or DSUs taken in lieu of cash vest immediately.

In May 2020, the Corporate Governance & Compensation Committee re-considered the level of remuneration paid to non-executive directors but no changes to the existing structure were proposed.

In March 2021, the CG&N Committee re-evaluated the compensation payable to the non-executive directors following, in particular, the changes to the Board composition and the decision to divide the Corporate Governance & Compensation Committee into two separate standing committees, namely the CG&N Committee and the Compensation Committee.

Taking into consideration the time commitment, risks and responsibilities of the non-executive directors, as well as board compensation at peer companies, the CG&N Committee determined that there should be no adjustments to the compensation arrangements for the non-executive directors, save that: (i) the annual fees for the Chairs of the CG&N Committee and the Compensation Committee should be set at \$7,500 (the same amount as previously paid to the Chair of the Corporate Governance & Compensation Committee); and (ii) in common with the Audit Committee, members of the CG&N Committee and Compensation Committee should be entitled to a fee of \$1,000 per meeting attended for up to four meetings of such committees in each year. These adjustments were recommended to the Board for adoption and were approved by the Board in March 2021.

In May 2021, on behalf of the Company, the Compensation Committee retained a Compensation Consultant to conduct a review of compensation to the Directors of the Company. This review is currently ongoing

In March 2021, the Board and Compensation Committee determined to engage a third party consultant to undertake a review of the compensation paid and payable to non-executive directors and officers of Gabriel, as further described in Part V of this Circular. This review is ongoing.

Non-Executive Directors' Equity Awards

Share-based Awards

Since June 2016, the Board has maintained a policy of granting a one-time award of 80,000 DSUs to each newly appointed non-executive director.

Option-based Awards

Since June 2012, the Board has maintained a policy of granting an annual award of Options to nonexecutive directors immediately following the annual general meeting of shareholders of the Company ("Annual Option Grant"). Historically, the Annual Option Grant has been fixed at 75,000 Options, however, in September 2020, the Board determined to increase the Annual Option Grant to 87,000 Options to reflect the value dilution of approximately 16% that had occurred following share issuances by the Company in recent years. The Options granted pursuant to the Annual Option Grant vest 50% on the date of grant and 50% on the first anniversary of the grant date and have a 10 year life.

Options issued prior to February 2018 have an exercise price based on the volume weighted closing share price on the TSX for the five trading days prior to the date of grant. Following the transfer to the Exchange in February 2018, the Option exercise price is based on the higher of the volume weighted closing share price on the Exchange for the five trading days prior to the date of grant and the closing share price on the Exchange for the trading day immediately prior to the date of grant.

INDIVIDUAL NON-EXECUTIVE DIRECTOR COMPENSATION

Non-Executive Director Compensation Table

The following table provides information on the total compensation paid to the non-executive directors for the year ended December 31, 2020:

		Share-	Option-	Non-equity incentive
Name	Cash Fees earned(1)	based awards(2)	based awards(3)	plan compensation	Pension	All other value compensation	Total
	(\$)	(\$)	(\$)	(\$)	(\$)	(\$)	(\$)
Keith Hulley(4)	39,286	—	33,978	—	—	—	73,264
Dag Cramer(5)	—	60,000	12,031	—	—	—	72,031
Ali Erfan	—	—	63,656	—	—	—	63,656
Dr. Alfred Gusenbauer(4)	9,171	36,571	—	—	—	—	45,742
Wayne Kirk(4)	24,805	24,804	—	—	—	—	49,609
Dan Kochav(6)	—	—	—	—	—	—	—
David Peat(7)	37,462	37,462	12,031	—	—	—	86,955
Walter Segsworth(7) (8)	40,150	—	37,844	—	—	—	77,994
Janice Stairs(7)	33,791	—	42,705	—	—	—	76,496
Total compensation	184,665	158,836	202,245	—	—	—	545,746

Notes:

(1) Total cash fees earned by all members of the Board for annual retainers, meeting fees, and committee chair fees totalled \$184,665 for the financial year ended December 31, 2020 (2019: \$222,500).
(2) Share-based awards represent the value at the grant date of the DSUs issued to non-executive directors in lieu of director fees due.
(3) As per compensation policies set by the Board, incumbent non-executive directors elected to the Board are granted 87,000 Options issuable after each annual general meeting of shareholders pursuant to the Option Plan. In addition, non-executive directors may elect to take Options in lieu of director fees due. The table reflects all such Option-based awards using the grant date fair value, an estimate calculated using the Black-Scholes option pricing model. The Company selected the Black-Scholes model given its prevalence of use within North America.
(4) Messrs. Hulley, Gusenbauer and Kirk did not stand for re-election as directors in 2020 and ceased to be directors of the Company effective September 17, 2020.
(5) Mr. Cramer elected to take 100% of his annual retainer as a member of the Board for 2020 in the form of DSUs.
(6) Mr. Kochav was appointed as a director of the Board on June 20, 2019 and waived his right to receive compensation as a non-executive director on appointment.
(7) Ms. Stairs and Messrs. Peat and Segsworth resigned as directors of the Company effective December 11, 2020.
(8) Mr. Segsworth performed the role of Chair of the Company from September 17, 2020 until his resignation on December 11, 2020.

DIRECTORS' INCENTIVE PLAN AWARDS

Incentive Plan Awards - Option-based awards and Share-based awards granted in 2020

The following table provides certain information about Option-based awards and Share-based awards granted to non-executive directors during 2020.

Name and position	Type of compensation security	Number of compensation securities, number of underlying securities.	Date of issue or grant	Option exercis e price (\$)	Closing price of security or underlying security on date of grant (\$)	Closing price of security or underlying security at year end (\$)	Expiry date
Keith Hulley	Options	39,457	26-Aug-2020	0.46	0.46	0.23	26-Aug-2030
	Options	37,041	3-Apr-2020	0.49	0.49	0.23	3-Apr-2030
	Options	37,041	08-Jan-2020	0.49	0.49	0.23	08-Jan-2030
Dag Cramer	DSUs	33,333	26-Aug-2020	n/a	0.45	0.23	n/a
	DSUs	31,915	3-Apr -2020	n/a	0.49	0.23	n/a
	DSUs	30,612	8-Jan-2020	n/a	0.49	0.23	n/a
Ali Erfan	Options	43,043	26-Aug-2020	0.46	0.46	0.23	26-Aug-2030
	Options	40,408	3-Apr-2020	0.49	0.49	0.23	3-Apr-2030
	DSUs	30,612	8-Jan-2020	n/a	0.49	0.23	n/a
Dr. Alfred Gusenbauer	DSUs	28,444	26-Aug-2020	n/a	0.45	0.23	n/a
	DSUs	27,234	3-Apr -2020	n/a	0.49	0.23	n/a
	DSUs	16,327	8-Jan-2020	n/a	0.49	0.23	n/a
Wayne Kirk	DSUs	19,861	26-Aug-2020	n/a	0.45	0.23	n/a
	DSUs	19,016	3-Apr -2020	n/a	0.49	0.23	n/a
	DSUs	18,240	8-Jan-2020	n/a	0.49	0.23	n/a
David Peat	DSUs	21,944	26-Aug-2020	n/a	0.45	0.23	n/a
	DSUs	21,011	3-Apr -2020	n/a	0.49	0.23	n/a
	DSUs	20,153	8-Jan-2020	n/a	0.49	0.23	n/a
Walter Segsworth	Options	21,522	26-Aug-2020	0.46	0.46	0.23	26-Aug-2030
	Options	20,204	3-Apr-2020	0.49	0.49	0.23	3-Apr-2030
	Options	40,408	08-Jan-2020	0.49	0.49	0.23	08-Jan-2030
Janice Stairs	Options	26,902	26-Aug-2020	0.46	0.46	0.23	26-Aug-2030
	Options	25,255	3-Apr-2020	0.49	0.49	0.23	3-Apr-2030
	Options	25,255	08-Jan-2020	0.49	0.49	0.23	08-Jan-2030

As the table represents awards granted in 2020, it includes DSUs and Options issued in January 2020 which relate to non-executive director fees due for services in the fourth quarter of 2019, and does not include DSUs granted in January 2021 that relate to non-executive fees due for services in the third and fourth quarters of 2020 or the 87,000 Options issued in January 2021 to each of Ms. Stairs and Messrs. Cramer, Erfan, Peat and Segsworth in respect of the 2020 Annual Option Grant.

No Option-based awards or Share-based awards were exercised or settled by any non-executive directors during 2020.

Incentive Plan Awards - Outstanding Option-based and Share-based awards

The following table provides certain information about Option-based awards and Share-based awards (DSUs) outstanding for non-executive directors as of December 31, 2020.

			Option-based Awards			Share-based Awards	Market
Name	Number of securities underlying options	Option Exercise Price (\$)	Option expiration date	Value of Unexercised in-the-money options(1) (\$)	Number of DSUs that have not Vested(2)	Market or payout value of Share-based awards that have not Vested(2)(3) (\$)	or payout value of vested Share-based awards not paid out or distributed(3) (\$)
Keith Hulley(4)	70,714	0.22	14-Jan-31	707	—	—	91,936
	39,457	0.46	26-Aug-30	—
	37,041	0.49	3-Apr-30	—
	37,041	0.49	8-Jan-30	—
	31,842	0.57	3-Oct-29	—
	117,209	0.43	13-Aug-29	—
	41,250	0.44	5-Apr-29	—
	53,382	0.34	10-Jan-29	—

	185,483	0.31	24-Dec-28	—
	48,788	0.33	5-Apr-28	—
	75,000	0.28	19-Jul-27	—
	75,000	0.65	11-Aug-26	—
	75,000	0.40	10-Aug-25	—
Dag Cramer	87,000	0.22	14-Jan-31	870	136,364	31,364	138,965
	75,000	0.43	13-Aug-29	—
	75,000	0.31	24-Dec-28	—
	75,000	0.28	19-Jul-27	—
	75,000	0.65	11-Aug-26	—
	75,000	0.40	10-Aug-25	—
Ali Erfan	267,000	0.22	14-Jan-31	2,670			32,375
	43,043	0.46	26-Aug-30	—
	40,408	0.49	3-Apr-30	—
	75,000	0.43	13-Aug-29	—

Dr. Alfred Gusenbauer(4)	75,000	0.43	13-Aug-29	—	49,870	11,470	126,642
	75,000	0.31	24-Dec-28	—
	75,000	0.28	19-Jul-27	—
	75,000	0.65	11-Aug-26	—
	75,000	0.40	10-Aug-25	—
	75,000	0.43	13-Aug-29	—
Wayne Kirk(4)					31,494	7,244	132,437
	75,000	0.31	24-Dec-28	—
	150,000	0.28	19-Jul-27	—
	75,000	0.65	11-Aug-26	—
	75,000	0.40	10-Aug-25	—

			Option-based Awards		Share-based Awards
Name David Peat(5)	Number of securities underlying options 87,000	Option Exercise Price (\$) 0.22	Option expiration date 14-Jan-31	Value of unexercised in-the-money options(1) (\$) 870	Number of DSUs that have not Vested(2) 80,509	Market or payout value of Share-based awards that have not Vested(2)(3) (\$) 18,517	Market or payout value of vested Share-based awards not paid out or distributed(3) (\$) 138,205
	75,000 75,000 75,000 75,000 75,000	0.43 0.31 0.28 0.65 0.40	13-Aug-29 24-Dec-28 19-Jul-27 11-Aug-26 10-Aug-25	— — — — —
Walter Segsworth(5)	167,217 21,522 20,204 40,408 34,737 147,388 36,000 46,588 188,420 58,545 50,842 37,779 75,000 66,621 47,122 38,640 30,667 75,000 75,000	0.22 0.46 0.49 0.49 0.57 0.43 0.44 0.34 0.31 0.33 0.38 0.46 0.28 0.29 0.41 0.50 0.63 0.65 0.40	14-Jan-31 26-Aug-30 3-Apr-30 8-Jan-30 3-Oct-29 13-Aug-29 5-Apr-29 10-Jan-29 24-Dec-28 5-Apr-28 5-Jan-28 05-Oct-27 19-Jul-27 5-Jul-27 4-Apr-27 4-Jan-27 3-Oct-26 11-Aug-26 10-Aug-25	1,672 — — — — — — — — — — — — — — — — — —	—	—	81,023
Janice Stairs(5)	177,245 26,902 25,255 25,255 21,711 103,779 28,125 75,000 75,000	0.22 0.46 0.49 0.49 0.57 0.43 0.44 0.31 0.28	14-Jan-31 26-Aug-30 3-Apr-30 8-Jan-30 3-Oct-29 13-Aug-29 5-Apr-29 24-Dec-28 19-Jul-27	1,772 — — — — — — — —	—	—	49,901

Notes:

(1) The values expressed in this column are based on the difference between the market value of the securities underlying the instruments at December 31, 2020, being \$0.23, and the exercise price of the Option. Options issued on January 14, 2021 are included in this table as they relate to compensation for services during 2020.

(2) Pursuant to the terms of the DSU Plan and individual grants, all DSUs vest upon the date of grant but only become redeemable upon a non-executive director ceasing to hold the position as a director or consultant of the Gabriel Group. DSUs granted on January 14, 2021 vested on the date of grant, but are included in this table as unvested at December 31, 2020 since they were not in issue at that date, notwithstanding that they relate to compensation for services during 2020.

(3) The values expressed in this column are based on the market value of the securities underlying the instruments as at December 31, 2020, being \$0.23.

(4) Messrs. Hulley, Gusenbauer and Kirk did not stand for re-election as directors and ceased to be directors of the Company effective September 17, 2020.

(5) Ms. Stairs and Messrs. Peat and Segsworth resigned as directors of the Company effective December 11, 2020.

Incentive Plan Awards - Value Vested or Earned during the Year

The following table provides information regarding the value vested or earned of Option-based awards and Share-based awards for each non-executive director during the financial year ended December 31, 2020.

Name	Option-based awards – Value vested during the year(1) (\$)	Share-based awards – Value vested during the year(2) (\$)	Non-equity incentive plan compensation – Value earned during the year (\$)	Total value vested/earned during the year (\$)
Keith Hulley	—	—	—	—
Dag Cramer	—	45,638	—	60,638
Ali Erfan	—	15,000	—	15,000
Dr. Alfred Gusenbauer	—	34,145	—	39,631
Wayne Kirk	—	27,193	—	30,658
David Peat	—	30,045	—	38,901
Janice Stairs	—	—	—	38,901
Dan Kochav	—	—	—	—
Walter Segsworth	—	—	—	—

Notes:

(1) Option-based awards value vested during the year represents the aggregate dollar value that would have been realized in 2020 if Options had been exercised on the applicable vesting date. The value was determined by calculating the difference between the closing price on the Exchange, in Canadian dollars, of the Shares underlying the Options on the vesting date and the exercise price of the Options, times the number of Options vested.
(2) Share-based awards value vested during the year represents the value of DSUs issued during the year as of the grant date. The redemption price for DSUs is nil, hence the value vested during the year represents the market price of the underlying securities upon date of grant of the DSUs. The DSUs granted on January 8, 2020 are included in this table as, although the DSUs were granted for services provided prior to the grant date, they vested in 2020. The value vested of DSUs granted on January 14, 2021, which were for services provided during the year ended December 31, 2020, are not included in this table as they did not vest until the grant date.

KEEP Participation

In 2018, in recognition of their efforts and contribution in respect of the Arbitration (as defined in Part V), all directors of the then Board, except Mr. David Kay (who had previously elected not to receive compensation as a non-executive director), were formally designated as Beneficiaries (as defined in Part V) of the key employee engagement plan ("KEEP") of the Company. The ability of such nonexecutive director Beneficiaries to receive payment from the KEEP, if any, is at the absolute discretion of the trustees of the KEEP.

A description of the KEEP is set out in this Circular in Part V, Compensation Objectives and Philosophy.

DIRECTORS' SHARE OWNERSHIP REQUIREMENTS

As described in Part VI of this Circular, the Board has not established guidelines with respect to minimum share ownership requirements by directors of the Company, however this is presently under consideration by the Governance and Compensation Committees of the Board.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

Other than as disclosed below, none of the directors, executive officers or senior officers of Gabriel, persons who served as directors, executive officers or senior officers at any time during 2020, or their respective associates, were at any time during the year indebted to Gabriel or its subsidiaries, either in connection with the purchase of Gabriel securities or otherwise.

In June 2018, the Company entered into a facility agreement with SC Total Business Land SRL ("TBL"), a Romanian limited liability company controlled by certain current and former employees of Gabriel's indirectly majority-owned subsidiary, RMGC, pursuant to which the Company agreed to lend in aggregate \$0.9 million to TBL. The Company made the loan available to TBL as part of its ongoing efforts to reduce the cost base of the Gabriel Group and to mitigate the adverse impacts of the downscaling of its corporate activities in Romania by assisting affected individuals with alternative forms of employment or sustainable livelihood opportunities. The loan is repayable in May 2028 and accrues interest at a rate of 1% per annum and is secured by a mortgage over certain assets of the borrower and personal guarantees in favour of the Company by the principals of TBL. Mr. Tanase owns 20% of the share capital of TBL. By February 2019, TBL had drawn down the entire \$0.9 million facility. Partial payments of principal on the loan were received in 2019, and during the year ended December 31, 2020. The balance of the loan at December 31, 2020 was \$0.6 million (December 31, 2019: \$0.8 million). In September 2020 \$0.1 million of the loan was forgiven, and certain related personal guarantees released, as part of the severance agreement with certain RMGC employees.

PART V

COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION PHILOSOPHY AND OBJECTIVES

Introduction

Up until 2015, Gabriel's principal focus was the exploration and development of the Ro܈ia Montană gold and silver project in Romania (the "RM Project"). The RM Project, one of the largest undeveloped gold deposits in Europe, is situated in an area known as the Golden Quadrilateral in the South Apuseni Mountains of Transylvania, Romania, an historic and prolific mining district that since Roman times has been mined intermittently for over 2,000 years.

The exploitation concession license for the RM Project ("License") is held by RMGC, a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance held by Minvest Ro܈ia Montană S.A., a Romanian State-owned mining company.

Gabriel invested over US\$700 million to develop the RM Project, demonstrating that it hosted a significant deposit with proven and probable mineral reserves of 10.1 million ounces of gold and 47.6 million ounces of silver, and to define two promising mineral deposits at the Bucium exploration license perimeter located in the vicinity of Ro܈ia Montană – the Rodu-Frasin (epithermal gold and silver) and TarniĠa (porphyry copper-gold) deposits (the "Bucium Projects" and together with the RM Project, the "Projects").

However, having encouraged that investment, and despite the Gabriel Group's fulfilment of its legal obligations and its development of the RM Project as a high-quality, sustainable and environmentallyresponsible mining project, the Romanian State chose, for political reasons, to frustrate, block and prevent the implementation of the Projects in an unlawful, discriminatory and non-transparent manner by refusing to make permitting and other administrative decisions in accordance with the established procedures required by law.

As a consequence of Romania's acts and inactions in relation to the Projects, the Company, together with its wholly-owned subsidiary, Gabriel Resources (Jersey) Ltd. (together the "Claimants"), initiated arbitration proceedings in July 2015 before the World Bank's International Centre for Settlement of Investment Disputes ("ICSID") against the Romanian State (the "Respondent") to seek compensation for the violation by Romania of the terms of the bilateral investment protection treaties which it has entered into with each of the Government of Canada and the Government of the United Kingdom of Great Britain and Northern Ireland for the Promotion and Reciprocal Protection of Investments (together the "Treaties") (Gabriel Resources Ltd. and Gabriel Resources (Jersey) v. Romania (ICSID Case No. ARB/15/31)) (the "Arbitration").

Notwithstanding the commencement of the Arbitration, Gabriel has always remained open to engagement with the Romanian authorities in order to achieve an amicable resolution of the dispute that allows for the development of the Projects. However, with the continued absence of any positive engagement by the Romanian State, the pursuit of the Arbitration has been the Company's core focus over the past six years.

The principal activities of the Gabriel Group during the course of the year ended December 31, 2020 are summarised below in the section "Measuring Individual Performance".

Arbitration

The Arbitration process is well advanced. To date, and in accordance with the procedural timelines established by the presiding tribunal for the Arbitration ("Tribunal"), the parties have delivered to ICSID a number of substantial written submissions and participated in two hearings on the merits of the claim, each as summarized below:

x on June 30, 2017, the Claimants filed their memorial on the merits of the claim ("Memorial") detailing, amongst other things, the factual and legal arguments supporting their claim against Romania and the quantum of the damages sustained;
x on February 22, 2018, the Respondent filed its counter-memorial ("Counter-Memorial") in response to the Memorial;
x on May 25, 2018, the Respondent filed a supplementary further preliminary objection with ICSID ("Jurisdictional Challenge") challenging the jurisdiction of the adjudicating tribunal ("Tribunal") to hear the claims presented by Gabriel Resources (Jersey) Limited;
x on November 2, 2018, the Claimants submitted their reply in support of the claims ("Reply") and responding to the Counter-Memorial and Jurisdictional Challenge;
x on February 28, 2019, the Claimants and the Respondent filed its comments on an amicus curiae submission to the Tribunal made by certain non-governmental organizations (or "non-disputing parties") who have opposed the Project for many years;
x on May 24, 2019, the Respondent filed its response to the Reply ("Rejoinder") and its reply on the Jurisdictional Challenge, the Respondent's final substantive submission;
x on June 28, 2019, the Claimants filed a surrejoinder on the Jurisdictional Challenge, responding to the reply thereon from the Respondent;
x an oral hearing on the merits of the claim was held in Washington D.C. between December 2 and December 13, 2019 ("First Hearing") to address the evidentiary record in the case, issues on liability and jurisdiction and to hear testimony from certain of the parties' fact and expert witnesses;
x on March 10, 2020, the Tribunal issued a list of further questions arising from the evidence presented during the First Hearing ("Tribunal Questions");
x on April 10, 2020, the Claimants and the Respondent filed their comments on a written submission to the Tribunal by the European Commission as a "non-disputing party" in the Arbitration;
x on May 11, 2020, the Claimants provided their answers to the Tribunal Questions;
x on July 13, 2020, the Respondent provided its answers to the Tribunal Questions;
x a second oral hearing on the merits of the claim was held virtually from September 28 to October 4, 2020 ("Second Hearing") which focused on the technical and feasibility-related aspects of the Projects and the quantum of the damages claimed, including testimony from certain of the parties' fact and expert witnesses; and
x the parties submitted further simultaneous written submissions on February 18, 2021 (each limited to 70,000 words) and on April 23, 2021 (each limited to 35,000 words) in order to comment in conclusion on the evidentiary record ("Post-Hearing Briefs").

Following the submission of the Post-Hearing Briefs, it is possible that the Tribunal may have further questions for the parties, as was the case following the First Hearing, or the Tribunal may focus on its deliberations ahead of a final arbitral award.

There is no specified timeframe in the ICSID rules and regulations in which a final decision is to be made by the Tribunal. The Company, however, is informed that it is typical for tribunals in this type of arbitration to require twelve to eighteen months to finalize and issue a decision after the submission of the Post-Hearing Briefs. Furthermore, the Tribunal's decision may be subject to a request for annulment, albeit such request can only be submitted on very limited grounds. There can be no assurances that the Arbitration will advance in a customary or predictable manner or be completed or settled within any specific or reasonable period of time.

Compensation Objectives and Philosophy

In order to maximize shareholder value, the core strategic focus of Gabriel throughout the past six years has been:

x the advancement of, and optimization of success in, the Arbitration;
x the preservation and protection of the Gabriel Group's rights, assets and interest in Romania, including, so far as reasonably practical and desirable, ensuring that the License and other key permits and authorizations remain in good standing;
x the effective management of its cash resources and the identification and securing of additional financing to pursue the Arbitration, maintain the Gabriel Group's primary assets and to fund general working capital requirements; and
x ensuring the continued listed status of Gabriel as a vehicle for raising further financing while providing a route of liquidity to shareholders.

Accordingly, since 2015 the principal objectives of the Company have changed from the development of a world-class mining project to the care and maintenance of assets in Romania whilst executing a multi-billion dollar international arbitration claim. The Company's executive compensation has therefore been concentrated on the ability to retain and incentivize executives who:

(a) have the relevant skills and experience to: (i) manage, coordinate and execute the Arbitration; and (ii) optimize the chances of success in the Arbitration outcome;
(b) possess important historical knowledge relevant to the Arbitration and who, in their capacity as fact witnesses, are critical to the execution of the Arbitration claim; and
(c) have the appropriate blend of historical knowledge, skills and experience required to: (i) deliver and secure ongoing financing for the Gabriel Group; (ii) ensure the preservation of the Gabriel Group's primary assets, including, but not limited to the License: and (iii) maintain Gabriel's regulatory compliance and listed public company status.

The Company's executives, all of whom have been in post for over a decade, have had to adapt and shape their original roles in the context of the amended executive compensation objectives and against a backdrop of:

x the continued high risk and uncertainty in the timelines, development and conclusion of the Arbitration;
x the lack of engagement by the Romanian Government since Gabriel initiated the Arbitration which, at present, indicates that there may be little or no possibility that an amicable resolution may be identified that allows the Project to proceed;
x the limited prospect of any meaningful long-term future role with Gabriel once the Arbitration process is concluded; and
x the knowledge that the significant years devoted primarily to the Arbitration process may diminish the executives' future career opportunities in the mining industry.

As described below in the section entitled "Measuring Individual Performance", the pursuit of the Arbitration process, the steps taken to ensure the protection of the Gabriel Group's primary assets, the need for continual stakeholder engagement to garner support for several funding rounds and the actions required to be taken to defend actions by the Romanian State in response to the initiation of the Arbitration have been time and resource consuming and unpredictable over a number of years, a situation that has continued to date.

As in prior years, there was an overriding and ongoing need in 2020 to ensure the retention and motivation of key personnel as the Company's focused on a further critical phase of the Arbitration proceedings which included the preparation for the Second Hearing, as well as on cost control and the need to secure further financing as treasury balances reduced significantly.

Although additional funding was secured in December 2020, the cost of pursuit of the Arbitration remains significant and unpredictable. As previously disclosed, the Gabriel Group will require additional funding to pursue its core strategic focus, including the pursuit of the Arbitration through to issuance of an arbitral award and beyond. In that context, the Company will again need to balance the expectations of returns for shareholders from the Arbitration with the continued motivation of management and employees to protect the assets of the Gabriel Group whilst continuing to pursue the Arbitration and dealing with the unpredictable actions of the Romanian State.

Accordingly, Gabriel must continue to ensure that it rewards achievement of the above executive compensation objectives in order to motivate and retain executives now that the substantive merit phases of the Arbitration are concluded, while it looks to balance this with the interests and objectives of its shareholders and stakeholders and as it looks to the future strategy with the possibility of an arbitral award.

THE KEY EMPLOYMENT ENGAGEMENT PLAN

The KEEP is a long-term arbitration-focused incentive plan initiated in 2015 and established by the Company in 2016 to ensure the long-term participation and incentivization of the Gabriel Group's personnel, including its executive management, employees and non-executive directors ("Beneficiaries"), in the pursuit of the Arbitration through to a successful conclusion.

Since 2016, the KEEP has served as a critical tool to ensure that the key personnel, who held important intellectual property about the Gabriel Group's historical affairs and/or who were deemed necessary to implement and coordinate the Arbitration process, have been retained through the course of the Arbitration to protect and deliver on the Company's core strategic objectives.

In particular, the KEEP has:

(a) been instrumental in retaining key employees throughout the extended duration of the Arbitration notwithstanding: (i) the significant uncertainties inherent in, and length of, the Arbitration process and its unknown outcome; (ii) the material opportunity cost that the participants have borne over six years, and will continue to bear, in terms of an inability to further mining industry experience or career development as a consequence of remaining with Gabriel for the Arbitration; and (iii) the significant and ongoing harassment by the Romanian State of the Group and its personnel;
(b) motivated and incentivized participants to present the strongest possible claim, and encouraged exceptional performance and commitment through the course of the Arbitration, for the purposes of achieving a material 'value creation' event for the Company and its shareholders; and
(c) aligned the interests of the Beneficiaries with the interests of Gabriel's shareholders.

The KEEP is a trust established by the Company and its wholly-owned subsidiary, Gabriel Resources (Jersey) Ltd. ("Gabriel Jersey"), as settlors, pursuant to a certain trust agreement dated July 2016, as amended ("KEEP Trust Agreement"). Subject to its terms and conditions, the KEEP Trust Agreement provides that in the event that an arbitral award is made in favor of, or a settlement is accepted by, Gabriel in connection with the Arbitration proceedings, the Company will pay, or procure the payment, to the KEEP, following collection and receipt of the proceeds awarded to the Company and/or Gabriel Jersey (inclusive of any non-monetary consideration) and subject to the payment of any taxes, payable or required to be withheld by the Company and/or Gabriel Jersey or by law, cash equal to:

(i) 7.5% of the first US\$500 million of the proceeds; and
(ii) 2.5% of any amount of proceeds in excess of US\$500 million.

Subject to certain limitations in the KEEP Trust Agreement and the obligation on the trustees of the KEEP ("Trustees") to award "mandatory minimum payments" to certain of the Beneficiaries if the proceeds received by the Company and/or Gabriel Jersey exceed a certain threshold, the Trustees have broad discretion (in the allocation to Beneficiaries of any monies paid into the KEEP by the Company and/or Gabriel Jersey) to recognize the contribution of each individual Beneficiary.

The Trustees are responsible for the operation of the KEEP including holding and administering the property of the KEEP for the benefit of the Beneficiaries in accordance with the purposes set down in the KEEP Trust Agreement.

There are currently four Trustees, including three former independent directors of the Company, Messrs. Hulley (former chair of Gabriel), Peat (former chair of Gabriel's Audit Committee) and Segsworth (former chair and director of Gabriel), and the former Chief Executive Officer of Gabriel, Mr. Henry. Alongside other current and former non-executive directors of Gabriel, the Trustees are also Beneficiaries of the KEEP, but each Trustee is precluded from participating in any deliberations or decisions as to the amount, if any, that may be payable from the KEEP to that Trustee. The amount, if any, payable to a Trustee is at the total discretion of the other Trustees.

NAMED EXECUTIVE OFFICERS

This compensation discussion and analysis describes Gabriel's compensation policies and practices for the President and Chief Executive Officer ("CEO"), the Chief Financial Officer ("CFO") and the Group General Counsel and Corporate Secretary, being the other most highly compensated executive officer of the Gabriel Group, each being a Named Executive Officer ("NEO") as such term is defined in Form 51-102F6V under National Instrument 51-102.

In 2020, the NEOs were:

Name	Title
	President & Chief Executive Officer
Dragos Tanase………………………………………………	Managing Director, RMGC(1)
Richard Brown…………………………………………………… Chief Financial Officer (2)
Simon Lusty… …………………………………………………… Group General Counsel & Corporate Secretary(3)

Notes:

(1) Mr. Tanase was appointed as President and Chief Executive Officer of the Company on August 8, 2018 and is employed pursuant to an employment agreement with the Company. Mr. Tanase continues to serve as Managing Director of RMGC pursuant to a separate employment agreement with RMGC.
(2) Mr. Brown, the former Chief Commercial Officer of the Company, was appointed as Chief Financial Officer effective from June 1, 2019. The existing employment agreement for Mr. Brown is with Gabriel's wholly owned UK subsidiary, RM Gold (Services) Ltd. ("RMGS").
(3) Mr. Lusty, the Group General Counsel of Gabriel, was also appointed as an officer and Corporate Secretary of the Company in May 2019. The existing employment agreement for Mr. Lusty is with RMGS.

COMPENSATION REVIEW PROCESS

Composition and Role of Compensation Committee

Composition

During the course of 2020, the Corporate Governance & Compensation Committee had primary responsibility for reviewing and approving the compensation of the Company's CEO and other NEOs, as well as oversight of the Company's incentive plans.

Up until May 2020, the members of the Corporate Governance & Compensation Committee consisted of Mr. Kirk (Chair), Mr. Segsworth and Ms. Stairs, each of whom was considered an independent director of Gabriel. On May 12, 2020, Mr. Kirk stood down as the Chair, but remained a member of the Committee, and Ms. Stairs was appointed as his replacement as Chair. In September 2020, Mr. Kochav was appointed as an additional member of the Committee following Mr. Kirk's departure from the Board.

In February 2021, the Board determined to divide the Corporate Governance & Compensation Committee into two separate standing committees, namely the CG&N Committee and the Compensation Committee. The current members of the Compensation Committee are Mr. Couch (chair), Mr. Cramer and Ms. El-Erian, a majority of whom are considered independent.

In determining the composition of the Compensation Committee, the Board looks to the past and current experience of each director and strives to include a range of skills and experience to ensure that the Compensation Committee is comprised of directors who are knowledgeable about public company governance and compensation matters.

All of the current members of the Compensation Committee have direct experience relevant to executive compensation either through their compensation committee experience or their executive experience in other companies. They bring a broad base of skills and experience that contribute to their suitability to make informed and independent decisions on the Company's compensation policies and practices, including extensive industry knowledge, human resource management, compensation design experience and financial experience.

Role of the Compensation Committee

In March 2021, the Board adopted a formal charter for the Compensation Committee, which provides that one of the primary purposes of the Committee is to assist the Board in fulfilling its oversight responsibilities in relation to the selection, retention and compensation of senior executives. The Compensation Committee ensures that the Company has an executive compensation approach that is both motivational and competitive while meeting the goals and objectives of the Company. For a description of the Compensation Committee charter, see the section entitled "Standing Committees of the Board – Compensation Committee " in Part VI of this Circular.

The Compensation Committee aims to review annually the various elements of compensation to ensure that any awards are aligned with the goals of Gabriel and, where set, the objectives for each executive officer, as well as Gabriel's compensation objectives and philosophy.

The Compensation Committee is involved in setting and reviewing executive compensation in the following ways:

x It reviews, annually or as appropriate, the Company's compensation framework to ensure that it is designed to meet the Company's compensation philosophy and objectives but does not encourage excessive risk-taking by executives and other employees, including appropriate review of the relative weighting of fixed and "at risk" compensation.
x It periodically reviews executive compensation practices among the Company's comparator group to benchmark Gabriel's executive compensation practices, including base salaries and applicable targets for short-term and long-term incentive awards to executives.
x Ordinarily, it evaluates annually the CEO's performance, which takes into consideration the CEO's annual objectives as may have been established by the Board and input the Compensation Committee has received from other Board members with respect to the CEO's performance and, based on such evaluation, makes recommendations to the Board for approval of the CEO's compensation.
x Ordinarily, it evaluates annually the recommendations of the CEO with respect to the compensation of other senior executives who report directly to the CEO, including any performance objectives and, based upon such evaluation, makes recommendations to the Board for approval of the compensation of such other senior executives.
x It evaluates and recommends to the Board the Company's short, medium and long term incentive compensation plans and other compensation policies and programs and benefits that may apply to the senior executive group.

Meetings of the Compensation Committee

The Corporate Governance & Compensation Committee met seven times during the year ended December 31, 2020.

x On January 15, 2020, the Corporate Governance & Compensation Committee met to consider the annual performance review of the CEO and his direct reports for 2019, and to consider recommendations with respect to any award of 2019 annual bonuses, short-term and long-term incentives, as well as the level of base salary for 2020 for the senior management and other employees of the Company and RMGC.
x On March 10, 2020, the Corporate Governance & Compensation Committee met to consider, inter alia, the form of a Board performance assessment questionnaire to evaluate the function of the Board and to consider certain proposed amendments to the KEEP and to the Option Plan.
x On May 12, 2020, the Corporate Governance & Compensation Committee met to consider, inter alia, the summary of the results of the Board performance assessment questionnaire, as well as the results of a survey conducted by the Committee on the size and composition of the Board in anticipation of the preparation of the Management Information Circular for the 2020 annual general meeting. The Committee also considered the fee structure for Board remuneration.
x On June 2, 2020, the Corporate Governance & Compensation Committee met to consider the application of the Company's DSU plan provisions to the election by a former director to settle certain DSUs for cash and the options for holding the 2020 annual general meeting following the postponement of the originally scheduled meeting due to the COVID-19 pandemic.
x On July 2, 2020, the Corporate Governance & Compensation Committee met to consider, inter alia, the proposed nominees for election at the 2020 annual general meeting, the date, location and record date of the 2020 annual general meeting and certain other governance related matters.
x On July 28, 2020, the Corporate Governance & Compensation Committee met to consider, inter alia, the proposed nominees for election at the 2020 annual general meeting following the feedback received from certain of Gabriel's significant security holders; the compensation disclosure and analysis and the corporate governance statement contained in the Management Information Circular for the 2020 annual general meeting; certain proposed amendments to the Option Plan; and a proposal to amend the terms of the existing Options such that they would expire on the earlier of: (i) the expiry date of such Options; and (ii) the date falling twelve (12) months after the option holder ceases to be an 'eligible person' under the terms of the Option Plan.
x On September 17, 2020, the Corporate Governance & Compensation Committee met to consider the Annual Option Grant to non-executive directors; the proposed recommendations in relation to the structures of the standing committees of the Board and the appointment of the executive officers of the Company; and a proposal to waive a part of the indebtedness owed by TBL to the Company.

Managing Compensation-Related Risk

The Compensation Committee is responsible for the risk oversight of its compensation policies and practices and the implementation of Gabriel's key compensation plans to ensure that they do not promote excessive risk-taking. The lengthy but unpredictable process undertaken in respect of the Arbitration is an effective mitigant to risk-taking in management decisions or reliance on short term results. In addition, as operations in Romania remain on a 'care and maintenance' footing, the opportunity for risk-taking is also reduced. Furthermore, as appropriate, Gabriel may use the following practices to discourage or mitigate excessive risk-taking:

x Compensation objectives: Gabriel formalizes compensation objectives as necessary to help guide compensation decisions within an effective short, medium and long-term timeframe, as appropriate.
x Base salary portion: with the Arbitration now being the core focus of the Company, the base salary portion of compensation is designed to provide a competitive and attractive income so that executives are motivated to maintain a long-term perspective and remain with the Company under circumstances where there is no specified timeframe or certainty on when an award will be issued in the Arbitration, and do not feel persuaded to pursue other opportunities or pressured to focus on short-term accomplishments that do not necessarily further that ultimate objective.
x Variable compensation mix: a portion of target total direct compensation may be delivered through variable compensation (short, medium and long term incentives). This mix is aimed at providing a strong pay-for-performance relationship, while providing a competitive base level of compensation through salary.
x Capping of short-term incentive payments: annual short-term incentive payments are capped for senior executives at 70% of base salary, with exceptions at the discretion of the Compensation Committee and with the approval of the Board.
x Performance goals: any performance goals used to determine the amount of an executive's bonus are measures that the Compensation Committee believes will further the drive long-term shareholder value and encourage success and retention without encouraging excessive risk-taking to achieve short-term results.
x Application of discretion: existing compensation programs allow for discretionary assessment of performance by the Compensation Committee and the Board to ensure pay aligns with perceived and actual performance.
x Review of incentive programs: Gabriel reviews and sets performance milestones or other measures and targets where possible to be aligned with plans for the business (including progress of the Arbitration) to ensure continued relevance and applicability of the performance incentive compensation.
x External independent compensation advisor: as appropriate, Gabriel and the Compensation Committee have separately engaged outside compensation consultants who are knowledgeable regarding various compensation policies and their associated risks.
x Anti-hedging policy: Gabriel prohibits officers and directors from hedging stock-ownership and equity-based compensation in the Company.

Role of Compensation Consultants

As and when the Compensation Committee considers it necessary or advisable, it may retain, at the Company's expense, external consultants or advisors to assist or advise it on any matter within its mandate. The Compensation Committee has the sole authority to retain and terminate any such consultants or advisors. Prior to the Arbitration process, the Board and its Committees have engaged consultants to provide market data on executive and director compensation and a technical analysis of the market data in light of the Company's compensation plans and practices with the last such formal review being undertaken in 2012. No fees were paid to such consultants in 2019 or 2020.

As described below in the section entitled "Components of Executive Compensation", the Board and Compensation Committee determined in March 2021 to engage a third party consultant to undertake a review of the compensation paid and payable to non-executive directors and officers of Gabriel and to review the structure of the KEEP. This review is ongoing.

COMPONENTS OF EXECUTIVE COMPENSATION

Gabriel's executive compensation is comprised of three core components:

(i) base salary;
(ii) short-term incentives, in the form of annual bonuses of (a) cash and/or (b) RSUs; and
(iii) medium-term and long-term incentive plan compensation made up of RSUs, DSUs, and Optionbased awards.

A portion of each executive's total direct compensation is variable or "at-risk". This "at-risk" portion of total direct compensation includes the short, medium and long-term incentives which may be awarded on a periodic basis and which are linked to performance. If the individual's or the Company's performance is below the standard expected, or other specific matters incline the Compensation Committee not to make awards, the portion of "at-risk" compensation will decrease and conversely, if the individual's or Company's performance is strong, the portion of "at-risk" compensation will increase. Such a program meets the goal of aligning the interest of management with the interest of the shareholders through the following elements:

x The grant of Options and Share-based awards such as RSUs and DSUs; if the price of a Share increases or decreases over time, both executives and shareholders will be similarly impacted.
x Providing for vesting of Options and RSUs over time and/or on achievement of performance objectives; this acts to retain executives and provides an incentive for management to achieve recognizable milestones so as to benefit from any associated increase in the price of the Shares over time, rather than focusing on short-term increases.

Base Salary

Base salary is the principal fixed component of pay, and is intended to compensate executive officers for fulfilling their duties and to assist in the retention of key executives through the Arbitration process, as explained above in the section entitled 'Compensation Objectives and Philosophy'.

The amount payable to executive officers as base salary is determined primarily by the current and anticipated future contribution of the executive officers and to motivate those officers to maintain a long term perspective and remain with the Company under circumstances where there is no specified timeframe or certainty on when, or if, an award will be issued in favour of the Claimants in the Arbitration.

Base salaries are reviewed and, if appropriate in the context of the progression of the Company's objectives and the potential outlook for the Company, adjusted annually. Both the CEO's salary and the salaries for those executives reporting directly to the CEO are recommended by the Compensation Committee and approved by the Board.

No adjustment was made to the base salaries of any NEO during 2020.

The table below reflects the base salaries due to each NEO at the beginning of 2019, 2020 and 2021.

Name	2019 Base Salary (\$)	2020 Base Salary (\$)	2021 Base Salary (\$)
Dragos Tanase(1)	628,500	628,500	628,500
Richard Brown(2)	508,044	515,996	515,996
Simon Lusty(2)	372,566	378,397	378,397

Notes:

(1) Mr. Tanase has elected to receive the majority of his C\$628,500 base salary in US\$ in accordance with the terms of his employment contract with the Company.
(2) Messrs. Brown and Lusty are based in the UK and receive their salaries in GBP.
(3) For comparison purposes the exchange rate used to convert base salaries to CAD for 2021 is the same as the conversion rates for 2020 (C\$1 = GBP 0.5814 and \$C1 = RON 0.3161). The exchange rates used to convert base salaries to CAD for 2019 were C\$1 = GBP 0.5905.

Base salaries provide each NEO with compensation that is not "at risk". The Compensation Committee is satisfied that the Company's current executive compensation policy and level of compensation with respect to base salary satisfies the goal of retaining key talent.

Short Term Incentives

NEOs and other key employees of the Gabriel Group are also eligible for short term incentive payments, in the form of annual bonus awards, which are designed to recognize and reward contribution towards the achievement of Gabriel's strategic objectives, as well as the achievement of predetermined personal objectives, if applicable.

Save as described below, there is no written policy with respect to short-term incentive payments and the recommendation and payment of such incentives is at the discretion of the Compensation Committee and the Board, although certain individual employment contracts have stated maximum target bonus levels which can be used for guidance.

As described above, the Compensation Committee evaluates the performance of the CEO and recommends the incentive bonus level for the CEO to the Board for approval. With respect to the other NEOs, the CEO evaluates the performance of such individuals against both corporate and individual objectives, where set, and recommends the incentive bonus to the Compensation Committee for its evaluation and recommendation to the Board. The Board exercises its discretion in determining the aggregate amount of bonuses awarded to all executive officers.

Bonuses of the NEOs, when awarded, may be calculated as a percentage of annual base salary, or awarded as an absolute sum.

Short Term Incentive Targets

Individual performance objectives allow for the differentiation of payouts based on individual roles, targets and overall contributions. Ordinarily, both individual and corporate performance components are compared to a set of specific annual objectives that are pre-determined and, in the case of the CEO, approved by the Board and, in the case of the other NEOs, recommended by the CEO in conjunction with the Compensation Committee and approved by the Board. In light of the nature of the Arbitration and, in particular, its multi-year duration, unpredictable timing and periods of intense activity in which NEOs may or may not be heavily involved, such pre-determined annual objectives have not been possible to frame with any certainty in recent years.

Short-term incentive payments are at the discretion of the Board and therefore no minimum bonus is payable to any NEO. The following table outlines the target incentive opportunity for the NEOs for the year ended December 31, 2020:

		Incentive Bonus Range as a % of Base Salary
Position	Target	Maximum
President and CEO	35	70
Chief Financial Officer	35	70
Group General Counsel & Corporate Secretary	35	70

Measuring Individual Performance

Compensation decisions are typically made using a decision process that involves the CEO, the Compensation Committee and the Board. Compensation decisions are based on corporate and individual performance.

Members of the Board consider and approve a formal assessment of the CEO's performance in the year, and recommendations for the next year's compensation of the CEO, from the Chair of the Board. The Chair reviews his assessment with the Compensation Committee, and makes recommendations to the Board for final approval.

The CEO provides the Compensation Committee with performance assessments for each of the executives who directly report to him, and also provides compensation recommendations. The Compensation Committee reviews the compensation recommendations for such direct reports of the CEO, taking into account the various factors noted below, and makes recommendations to the Board for final approval.

As a consequence of the Compensation Moratorium (as defined below under the section entitled "2020 Performance"), no formal assessment of the CEO's performance in 2020 or performance assessment for, or compensation recommendations in respect of, the other NEOs for 2020 has been undertaken to date.

Notwithstanding the position with respect to review of performance in 2020, in assessing individual performance in the context of making executive compensation recommendations, the Compensation Committee and/or the Board typically consider an executive officer's:

x contributions to Gabriel's overall performance and strategic focus;
x individual performance relative to any pre-established goals;
x long-term performance and potential for future advancement or ability to assume roles of greater responsibility; and
x where appropriate and comparable, position against competitive market norms for similar roles.

Corporate objectives achieved during 2020 included those set out below:

x the continued advancement of the Arbitration through a further critical phase of the proceedings, including:
o the preparation and submission of the responses to the Tribunal Questions arising from the First Hearing;
o the identification and submission of further rebuttal evidence in response to the new evidence first submitted by Respondent with its Rejoinder; and
o the extensive preparatory work for, and involvement in, the Second Hearing held in September 2020 which focused on, among other issues, critical aspects of the quantum of the damages claimed in the Arbitration;
x the continued assessment and protection of the Gabriel Group's activities, including ensuring availability of the resources necessary to support the preservation of its core assets (being the License and the Arbitration) and rights relating thereto;
x the positive conclusion to the Gabriel Group's legal challenges concerning the assessment of a liability for value added tax in the amount of RON 27m (approximately \$8.6 million) ("VAT Assessment") that was levied against RMGC in July 2017, together with a further demand in respect of RON 18.6 million (approximately \$6.0 million) of related interest and penalties, by the Romanian National Agency for Fiscal Administration ("ANAF") - on December 14, 2020, the High Court of Cassation and Justice in Romanian finally and conclusively upheld RMGC's application for annulment of the VAT Assessment;
x the implementation of further cost-saving measures to align the cost base of the Gabriel Group with the status of the Project in Romania;
x carefully managing its cash resources in the face of solvency issues whilst securing additional financing - in the form of a non-brokered private placement transaction raising aggregate gross proceeds of US\$5 million (the "2020 Private Placement") - to ensure that the Gabriel Group retained the financial capacity to pursue its core strategic objectives into 2021;
x the continued marketing of the remaining long lead-time equipment stored by the Company;
x maintaining Gabriel in good standing with the Exchange and in compliance with applicable securities laws;
x responding to the continuing acts of the Romanian State which, in the Company's view, have been intentionally abusive and initiated in an attempt to intimidate and harm RMGC and the Claimants in retaliation for the Claimants' filing of the Arbitration; and
x the protection of the Gabriel Group's rights and interests in Romania, including (i) so far as is reasonably practical and desirable, ensuring that existing licenses and permits remain in good standing; (ii) support to RMGC in respect of the ongoing abusive, illegal, and retaliatory behavior of the Romanian authorities; and (iii) compliance with legal or License requirements such as the continuance of programs to ensure the preservation of artefacts and maintenance of buildings located in the historical and protected centre of the village of Ro܈ia Montană.

Given the current limitations on the Company's operations and the long-term nature of international arbitration claims, some of the foregoing corporate objectives inevitably span more than one calendar year, or recur in subsequent years, while others were achieved in less time.

Individual performance is typically reviewed against goals established within the primary area of responsibility for each executive officer, including strategic, financial, risk, compliance, legal and operational objectives. However, given the necessary focus upon the Arbitration and the uncertainties attendant to the Arbitration process, as well as the unpredictable actions of the Romanian State, core individual performance objectives for the CEO, CFO and Group General Counsel were adjudged by the Board to be difficult to qualify and quantify in the unique and changing circumstances of the time. Therefore, in January 2020 the Board resolved to continue a policy (initiated in 2016) that no such individual performance targets be set for 2020 and any bonus awards for performance should be solely at the discretion of the Board.

2020 Performance

Typically, the Board and Compensation Committee would have met in the first quarter of 2021 to discuss, amongst other things, the annual performance review of the CEO and his direct reports for 2020, and to consider recommendations with respect to any award of 2020 performance bonuses, shortterm and long-term incentives, as well as the level of base salary for 2021 for the senior management and other employees of the Gabriel Group.

However, in light of a reduction in the Board from ten directors to four in Q4 2020 and a specific request of certain security holders in connection with the 2020 Private Placement that the remaining Board impose a moratorium on any changes to the compensation payable, or the issuance of any new incentive awards, to the directors, officers or employees of the Gabriel Group ("Compensation Moratorium") until such time as the Board had performed a review of Gabriel's remuneration policies and the compensation paid, and payable, to personnel within the Gabriel Group ("2021 Remuneration Review"), the Board and Compensation Committee did not complete the performance review of the CEO and his direct reports for 2020. As described above, the Compensation Committee has engaged a third-party remuneration consultant, Pearl Meyer & Partners, to assist and advise it on the 2021 Remuneration Review. This review is ongoing.

As a consequence of the Compensation Moratorium and 2021 Remuneration Review, no changes have been made to the base salaries of the NEOs and no short term cash incentive payments were paid to the NEOs in connection with their performance, and the corporate objectives achieved, in 2020.

The following table reflects the base salary and performance-based short term cash incentive payments paid / payable to the NEOs for the financial year ended December 31, 2020.

		2020 Incentive Bonus
	2020 Base
	Salary Paid(1)	Cash(1)	as a % of Base
Named Executive Officer	(\$)	(\$)	Salary
Dragos Tanase(1)	628,500	0	n/a
Richard Brown(1)	515,996	0	n/a
Simon Lusty(1)	378,397	0	n/a

Notes:

(1) The exchange rate used to convert base salaries to CAD for 2020 is C\$1 = GBP 0. 5814.

Medium-Term and Long-Term Incentives

Gabriel can compensate its executive officers with medium-term incentives in the form of RSUs awarded under its RSU Plan, and long term incentives in the form of Options and DSUs awarded under its Option Plan and DSU Plan, respectively.

These Option and Share-based award programs are an important element in the total compensation program of the Company and are designed to serve the following purposes: (i) the recognition of exceptional individual and corporate performance in the performance year under review; (ii) the retention of key executive management talent in the Company (a time vesting and/or performance milestone element is typically included as an incentive for the executive to remain with the Company); (iii) the alignment of executive interests with those of shareholders; and (iv) the mitigation of shortterm risk-taking at the expense of long-term shareholder value.

All awards, other than the CEO's, are based on the recommendation of the CEO and all are at the discretion of the Compensation Committee and the Board. Both the Compensation Committee and the CEO look at previous grants as well as prior year performance when considering awards.

A summary of the key terms of each of Gabriel's Option and Share-based compensation plans is set out in the Appendix to this Circular, together with details of the maximum number of securities currently authorized for issuance under such plans.

Restricted Share Units

At Gabriel's annual and special meeting on June 14, 2018, disinterested shareholders approved an amended and restated RSU Plan with a fixed number of 5,000,000 RSUs issuable, including the RSUs that were outstanding under the previous plan. Under Exchange rules, the RSU Plan does not require further shareholder approval unless certain amendments to the RSU Plan or RSUs issued under the RSU Plan are proposed, each as detailed in the RSU Plan. No such amendments are proposed.

Pursuant to the RSU Plan, the Board may grant to directors, officers, employees and consultants of the Gabriel Group compensation, including retainers, fees or employment earnings or bonuses, in the form of RSUs. The grant of an RSU entitles the recipient to the conditional right to elect to receive one Share for each RSU or an amount in cash, net of applicable taxes, subject to the conditions set out at the date of grant and in the RSU Plan.

No RSUs were granted to officers and employees of the Gabriel Group in 2020.

Since its inception on June 16, 2011, 1,096,167 Shares have been issued pursuant to the settlement of RSUs granted under the RSU Plan. As at June 29, 2021, no RSUs were issued and outstanding. An aggregate of 3,903,833 RSUs remain available for issuance under the RSU Plan, representing approximately 0.63% of the total issued and outstanding Shares.

RSUs are issued based upon the value of the underlying Shares at the date of grant. RSUs may have a term of up to five years and vesting conditions at the discretion of the Board, set at the date of the grant. Upon vesting, the recipient's RSUs must be settled for an equivalent number of Shares or cash (based upon the price of the underlying Shares at the settlement date) within a settlement period set at the date of the grant. Accordingly, the value of the RSUs will fluctuate with variations in the market price of a Share.

Options

The Option Plan was originally approved by shareholders on June 14, 2001. At Gabriel's annual general and special meeting on June 14, 2018, shareholders approved an amended and restated Option Plan. The continuation of such Option Plan was most recently approved by shareholders at Gabriel's annual general and special meeting on September 17, 2020. Under the policies of the Exchange, the Company is required to seek shareholder approval for the Option Plan annually. No amendments requiring shareholder approval under the Option Plan have been made since June 2018 and no such amendments to the Option Plan are proposed at this time.

Pursuant to the Option Plan, an Option may be granted to a director, officer, employee or consultant of the Gabriel Group. When Options have been granted, Shares allocated for issuance under an outstanding Option are referred to as allocated Options. Additional Shares that may be allocated for issuance pursuant to the Option Plan but are not subject to current Option grants are referred to as unallocated Options.

The Option Plan is a "rolling plan" that provides that the maximum number of Shares allocated for issuance under the Option Plan shall not exceed 10% of the total number of issued and outstanding Shares (calculated on a non-diluted basis) from time to time. As a result, should the Company issue additional Shares in the future, the number of Shares issuable under the Option Plan will increase accordingly.

The Board has the discretion (without shareholder approval) to amend, modify and change the provisions of the Option Plan where such amendments are of a "house-keeping" nature. On August 4, 2020, the Board approved certain minor house-keeping amendments to the Option Plan to clarify certain provisions of the Option Plan.

The Option Plan is administered by the Board, in consultation with the Compensation Committee. Vesting provisions are at the discretion of the Board and, while Gabriel's commonly used practice has been to grant Options that vest at periodic intervals after the date of grant, the Board has also granted Options that vest upon the achievement of certain milestones and that are fully vested at the time of the grant. There is no policy with respect to any initial 'sign-on' grant of Options to executive officers, annual grants of Options (except to directors as described in "Director Compensation Structure" in Part IV), or the grant of Options upon the expiry of an initial grant of such options, although certain contractual commitments may apply. All grants of Options are at the discretion of the Compensation Committee and Board based upon the application of subjective criteria.

During 2020, a total of 6,206,536 Options were awarded to directors, officers and employees of the Gabriel Group, comprising 5,850,000 Options granted retrospectively in January 2020 but relating to 2019 performance and 356,536 Options granted in lieu of non-executive director fees as described in "Director Compensation Structure" in Part IV of this Circular. During 2020, a total of 2,081,827 Options expired and 525,339 options were exercised.

As at July 1, 2021, there were 967,540,188 Shares outstanding, and accordingly 96,754,019 Shares capable of allocation for issuance under the Option Plan. At that date, 32,125,105 Shares had been allocated to Options issued and outstanding to individuals representing approximately 3.3% of the total issued and outstanding Shares.

Deferred Share Units

The DSU Plan was originally approved by the shareholders on April 19, 2005. At Gabriel's annual general and special meeting on June 14, 2018, disinterested shareholders approved an amended and restated DSU Plan with a fixed number of 7,000,000 DSUs issuable, including the DSUs that were outstanding under the previous plan. Under Exchange rules, the DSU Plan does not require further shareholder approval unless certain amendments to the DSU Plan or DSUs issued under the DSU Plan are proposed, each as detailed in the DSU Plan. No such amendments are proposed at this time.

The DSU Plan provides that the Board may permit directors and executive officers of Gabriel to elect to receive a portion of their compensation (including initial 'sign-on' compensation, annual retainers, meeting fees or employment earnings or bonuses) or ad hoc awards in the form of DSUs in lieu of cash.

Under the DSU Plan, DSUs are issued to the recipient based upon the value of the underlying Shares at the date of grant. Upon retirement as a director of, or cessation of employment with, the Gabriel Group (or on the date(s) determined for "Foreign Grantees" i.e., non-Canadian), the recipient's DSUs are redeemed for cash or Shares based upon the then current price of the underlying Shares. Accordingly, the value of the DSUs will fluctuate with variations in the market price of a Share.

The Board has the discretion (without shareholder approval) to amend, modify and change the provisions of the DSU Plan where such amendments are of a "house-keeping" nature. On January 15, 2021, the Board approved certain house-keeping amendments to the DSU Plan to clarify certain provisions of the DSU Plan.

No long term incentives were awarded in the form of DSUs to officers and employees of the Gabriel Group in 2020.

As of July 1, 2021, an aggregate of 726,009 Shares had been issued, since April 19, 2005, pursuant to the redemption of DSUs granted under the DSU Plan, representing approximately 0.12% of the total issued and outstanding Shares. Also as at July 1, 2021, 4,079,732 DSUs were issued and outstanding, representing approximately 0.42% of the total issued and outstanding Shares as at that date. An aggregate of 2,194,259 DSUs remain available for issuance under the DSU Plan, representing approximately 0.23% of the total issued and outstanding Shares.

Also at that date, as set out in the table in Part A of the Appendix to this Circular, an aggregate of 36,204,837 securities had been allocated by the Board of Directors for issuance under all of the Company's Option and Share-based compensation arrangements, representing approximately 3.7% of the total issued and outstanding Shares at July 1, 2021.

COMPENSATION OF NAMED EXECUTIVE OFFICERS

Summary Compensation Table

The table set out below and the related footnotes provide compensation paid or payable information for performance in the two most recent financial years ended December 31, 2020 for each NEO measured by base salary, annual performance incentive payout, Share-based awards, Option-based awards, and all other compensation.

As the value of the Shares may rise or fall, the value of the Shares or the amount of the cash payment the NEO ultimately receives upon redemption of Share-based awards such RSUs may be materially different than the value disclosed in the Summary Compensation Table.

Save as set out below, Gabriel does not currently have a pension plan for any of its NEOs. All employees, including NEOs, are provided a standard employee benefit package, including health and life insurance benefits.

Since April 1, 2017, RMGS has contributed to a workplace pension scheme for employees of RMGS in compliance with the United Kingdom's automatic enrolment pension legislation. The applicable legislation requires that all UK employers with one or more employees enrol into a workplace pension scheme to meet their duties under the United Kingdom's pensions act and sets out the minimum pension contributions for all employers and employees to pay. In 2020 the contribution per eligible NEO was \$2,007. Employees have the right to opt out of this scheme.

Name and Principal Position	Year	Salary(1) (\$)	Options based awards(2) (\$)	Non-equity incentive Annual Incentive plans(3) (\$)	plan compensation Long-term Incentive plans (\$)	Pension values (\$)	All other compensation compensation (\$)	Total (\$)

Dragos Tanase(4)	2020	628,500	—	—	n/a	—	—	628,500
President & CEO / MD	2019	628,500	441,925	439,950	n/a	—	—	1,510,375
RMGC
Richard Brown(5)	2020	515,996	—	—	n/a	2,007	—	518,003
CFO	2019	515,996	163,676	203,218	n/a	2,007	—	884,897
Simon Lusty(6)	2020	378,397	—	—	n/a	2,007	—	380,404
Group General Counsel	2019	378,397	163,676	216,088	n/a	2,007	—	760,168
Total compensation	2020	1,522,893	—	—	n/a	4,014	—	1,526,907
	2019	1,522,893	769,277	859,256	n/a	4,014	—	3,155,440

(1) The NEOs, with the exception of Mr Tanase, are based in the UK and receive their salaries in GBP. As Mr. Tanase is now based in the United States, he has elected to receive the majority of his C\$628,500 base salary in US\$ in accordance with the terms of his employment contract with the Company. The exchange rate used to convert GBP to CAD for 2020 and 2019 was C\$1 = GBP 0.5814.

(2) The figures in this column reflect the grant date fair value of Options granted to NEOs relating to 2020 and 2019 remuneration pursuant to the Option Plan. The grant date fair value is an estimate calculated using the Black-Scholes option pricing model. The Company selected the Black-Scholes model given its prevalence of use within North America.

(3) The figures in this column represent the short-term incentive cash bonuses payable to the NEOs as further described under the section entitled "Short Term Incentives" above.

(4) On January 15, 2020, following the compensation review for performance in 2019, Mr .Tanase was awarded 1,350,000 Options at an exercise price of \$0.46 which vest 50% on the grant date and 50% on the first anniversary of the grant date.

(5) On January 15, 2020 following the compensation review for performance in 2019, Mr. Brown was awarded 500,000 Options at an exercise price of \$0.46 which vest 50% on the grant date and 50% on the first anniversary of the grant date.

(6) On January 15, 2020 following the compensation review for performance in 2019, Mr. Lusty was awarded 500,000 Options at an exercise price of \$0.46 which vest 50% on the grant date and 50% on the first anniversary of the grant date.

INCENTIVE PLAN AWARDS

Incentive Plan Awards - Option-based Awards and Share-based Awards granted in 2020

The following table provides certain information about the Option-based awards granted to each NEO during the 2020 calendar year.

	Type of compensation	Number of compensation securities, number of underlying	Date of issue or	Option exercise	Closing price of security or underlying security on date of	Closing price of security or underlying security at
Name	security	securities	grant	price (\$)	grant (\$)	year end (\$)	Expiry date
Dragos Tanase	Options	1,350,000	15-Jan-2020	0.46	0.46	0.23	15-Jan-2030
Richard Brown	Options	500,000	15-Jan-2020	0.46	0.46	0.23	15-Jan-2030
Simon Lusty	Options	500,000	15-Jan-2020	0.46	0.46	0.23	15-Jan-2030

No Share-based awards were granted to any NEO during 2020. During 2020, no Option-based awards were exercised, and no Share-based awards were redeemed for Shares, by NEOs.

Incentive Plan Awards - Outstanding Option-based Awards and Share-based Awards

The following table provides certain information about Option-based awards and Share-based awards outstanding for each NEO as at December 31, 2020.

		Option-based awards			Share-based awards
							Market or
					Number of	Market or payout value	payout value of vested
	Number of Shares underlying unexercised	Option exercise	Option	Value of Unexercised expiration in-the-money	awards that have	Share-based of Share-based awards (DSUs / RSUs) (DSUs / RSUs) that have	Share-based awards (DSUs / RSUs) not paid out
Name	options	price	date	options(1)	not vested	not vested(2)	or distributed(2)
Dragos Tanase	1,350,000	(\$) 0.46	15-Jan-30	(\$) —	—	(\$) —	(\$) —
	1,150,000	0.36	19-Jan-29	—	—	—	—
	300,000	0.31	24-Dec-28	—	—	—	—
	400,000	0.43	14-Dec-26	—	—	—	—
	500,000	0.40	10-Aug-25	—	—	—	—
Richard Brown	500,000	0.46	15-Jan-30	—	—	—	67,620
	700,000	0.36	19-Jan-29	—	—	—	—
	500,000	0.31	24-Dec-28	—	—	—	—
	500,000	0.43	14-Dec-26	—	—	—	—
	500,000	0.40	10-Aug-25	—	—	—	—
Simon Lusty	500,000	0.46	15-Jan-30	—	—	—	—
	500,000	0.36	19-Jan-29	—	—	—	—
	400,000	0.31	24-Dec-28	—	—	—	—
	350,000	0.43	14-Dec-26	—	—	—	—
	500,000	0.40	10-Aug-25	—	—	—	—

Notes:

(1) The values expressed in this column are based on the difference between the market value of the Shares underlying the Options as at December 31, 2020, being \$0.23, and the exercise price of the Options.

(2) The values expressed in this column are based on the market value of the Shares underlying RSUs as at December 31, 2020, being \$0.23.

PROHIBITION ON HEDGING AND TRADING IN DERIVATIVES

Pursuant to Gabriel's policies, directors and officers are not permitted to purchase financial instruments for the purpose of, or otherwise engage in, hedging or other price protective transactions with respect to Options or other equity or equity related securities of the Company which are held, directly or indirectly, by the director or officer. In addition, no officer or director is permitted to engage in the short sale of securities, or sales of borrowed securities, of the Company.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Benefits upon Termination or Change of Control

As of the date of this Circular, the Gabriel Group has continuing employment agreements in place with each of the NEOs. The following table sets out a description of the termination and change of control benefits provided to each of the remaining NEOs pursuant to the terms of the Company's incentive plans and their respective employment agreements with the Gabriel Group(1).

Type of Termination	Severance	Options	DSUs	RSUs	Other Benefits
Resignation(2)	ƒ None	ƒ All vested Options as of effective date of resignation remain exercisable for a period of 12 months following that date. All unvested Options are cancelled.	ƒ Entitlement to redeem outstanding DSUs within 90 day period commencing on the effective date of resignation.	ƒ Entitlement to settle vested RSUs within 90 day period commencing on the effective date of resignation. All unvested RSUs are cancelled.	ƒ None.
Termination for Cause(3)	ƒ None	ƒ All vested Options as of date of termination remain exercisable for a period of 12 months following the date of termination. All unvested Options are cancelled.	ƒ Entitlement to redeem outstanding DSUs within a 90 day period commencing on the date of termination.	ƒ No entitlement to any RSU payout and all vested and unvested RSUs are cancelled.	ƒ None.
Termination without Cause(3)	The following severance payments are payable in the event of termination without Cause: ƒ In the case of Mr. Brown a payment equal to 12 months' base salary. ƒ In the case of Mr. Lusty a payment equal to 12 months' base salary. ƒ In the case of Mr. Tanase, a payment equal to 18 months' base salary.	ƒ All outstanding Options will immediately vest and remain exercisable for a period of 12 months following the date of termination.	ƒ Entitlement to redeem outstanding DSUs within a 90 day period commencing on the date of termination.	ƒ All outstanding RSUs will immediately vest and NEO shall be entitled to settle RSUs within a 90 day period commencing on the date of termination.	ƒ All medical and life insurance policies will continue in place for a period of up to one year for Messrs. Tanase, Brown and Lusty.

Type of Termination	Severance	Options	DSUs	RSUs	Other Benefits
Change of Control(3)	The following are payable in the event of (a) the involuntary termination of an NEO's employment within one year following a Change of Control event, or (b) the voluntary termination by the NEO of his employment within 60 days following the date which is 120 days after a Change of Control occurs: ƒ In the case of Mr. Brown a payment equal to the aggregate of: (i) two times base annual salary; and (ii) two times actual bonus averaged over the prior two years, with the bonus to include both the cash component and the cash equivalent as of the date of grant of any RSUs and DSUs comprising part of the bonus. ƒ In the case of Mr. Tanase, a payment equal to 18 months' base	ƒ All outstanding Options will immediately vest and remain exercisable for a period of 12 months following a Change of Control event.	ƒ Entitlement to redeem outstanding DSUs within a 90 day period following a Change of Control event.	ƒ All outstanding RSUs will immediately vest and NEO shall be entitled to settle RSUs within a 90 day period following a Change of Control event.	ƒ None.

Notes:

(1) Mr. Tanase is employed by the Company as President & Chief Executive Officer pursuant to an employment agreement between Mr. Tanase and the Company. Mr. Tanase continues to serve as Managing Director of RMGC pursuant to an employment agreement between Mr. Tanase and RMGC. The employment agreements for Messrs. Brown and Lusty are with RMGS.
(2) Messrs. Tanase, Brown and Lusty may resign on three months' written notice of resignation under their respective employment agreements with the Company and RMGS. Mr. Tanase's RMGC employment agreement contains no specific requirements in respect of notice of resignation.
(3) "Cause" and "Change of Control" are defined in the NEOs' employment agreements. The employment agreement with each NEO may be terminated by the Company, RMGS or RMGC (as the case may be) with or without cause, in all cases without prior written notice.

Potential Payments upon Termination and Change of Control

The following table outlines the estimated value of the payments that the NEOs would have been entitled to receive in the event of (i) termination of their employment without 'Cause' on December 31, 2020 or (ii) a 'Change of Control' and a subsequent termination of their employment on December 31, 2020:

	Termination	Following	Settlement of	Exercise of
	without	change in	Share-based	Option-based
Name	cause(1)	control(1)	Awards(2)	Awards(3)
	(\$)	(\$)	(\$)	(\$)
Dragos Tanase	942,750	942,750	—	—
Richard Brown	515,996	1,235,210	67,620	—
Simon Lusty	378,397	N/A	—	—

Notes:

(1) The exchange rate used to convert GBP to CAD was C\$1 = GBP 0.5814.

(2) The additional value of DSUs and RSUs which would fully vest upon termination without cause or change of control, which are, at the election of the holder, payable in cash or Shares of the Company. These benefits are valued at the Share price at December 31, 2020 of \$0.23 as quoted on the Exchange.

(3) Value of Options which would fully vest upon termination without cause or change of control. These benefits are valued at the Share price at December 31, 2020 of \$0.23 as quoted on the Exchange.

PART VI

CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

The Board and management believe that sound and effective corporate governance is essential to Gabriel's performance. Corporate governance is the process and structure used to direct and manage the business and affairs of Gabriel with the objective of enhancing value for its shareholders. Gabriel has adopted certain practices and procedures to ensure that effective corporate governance practices are followed and that the Board functions independently of management. In addition, the CG&N Committee reviews Gabriel's corporate governance practices and procedures on a periodic basis to ensure that they address significant issues of corporate governance.

NI 58-101 requires Gabriel to disclose a summary of its corporate governance practices as approved by the Board. The Company is a venture issuer and, accordingly, provides the following summary having regard to the corporate governance guidelines adopted in National Policy 58-201 Corporate Governance Guidelines ("NP 58-201") and Form 58-101F2 Corporate Governance Disclosure (Venture Issuers).

COMPOSITION OF THE BOARD

The names of Gabriel's proposed directors, together with their age and country of residence, year first elected as a director, principal occupation, other principal public company directorships and standing committee memberships are set out under the section entitled "Nominees for Election" in Part III of this Circular.

The Board had three standing committees in the year to December 31, 2020 – the Corporate Governance & Compensation Committee, the Audit Committee and the Arbitration Committee.

The Board determined to disband the Arbitration Committee in May 2020. In February 2021, the Board further determined to divide the Corporate Governance & Compensation Committee into two separate standing committees, namely the CG&N Committee and the Compensation Committee. Accordingly, the Company currently has three standing committees - the Audit Committee, the Corporate Governance & Nominating Committee and the Compensation Committee (together the "Standing Committees").

Majority Voting

The Board has adopted a policy requiring that any nominee for director who receives a greater number of "withhold" votes than votes "for" his or her election as a director shall submit his or her resignation to the CG&N Committee for consideration promptly following the meeting of shareholders. This policy applies only to uncontested elections. The Board will consider the recommendation of the CG&N Committee and determine whether to accept the resignation within 90 days of the applicable meeting of shareholders. A director who tenders his or her resignation will not participate in any meetings to consider whether the resignation shall be accepted. The Board will accept the resignation absent exceptional circumstances. Additional information may be found in the section entitled "Business of the Meeting – Election of Directors" in Part II of this Circular.

Board Interlocks

The CG&N Committee does not believe that it is necessary to set a formal limit on the number of its directors who serve on the same board of another public company, as this is only one measure of its assessment in order to ensure the independence of directors and their ability to act in the best interest of the Company.

The CG&N Committee considers public company board interlocks in the course of assessing each director's ability to serve as a director of the Company, and supports the disclosure of interlocks. As of the date of this Circular, there are no public company board interlocks among the Board members.

Details of all public company directorships held by each director are set out in the tables under the section entitled "Nominees for Election" in Part III of this Circular.

INDEPENDENCE OF BOARD MEMBERS

The CG&N Committee and the Board reviews the independence of its members annually and has assessed the independence of each of the proposed nominees for election as directors in 2021. In determining independence, the Board considers the definitions of independence in NI 58-101 and National Instrument 52-110 – Audit Committees ("NI 52-110").

NP 58-201 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as "independent" directors under NI 58-101. The Exchange requires that each listed issuer have at least two independent directors. Under NI 58-101, which refers in turn to NI 52-110, a director is considered independent if he or she has no direct or indirect "material relationship" with the Company (other than shareholdings) which could, in the view of the Board, reasonably interfere with the exercise of that director's independent judgment. NI 52-110 requires that the audit committee of a venture issuer consist of at least three members, a majority of whom are not permitted to be executive officers, employees or control persons of the issuer.

In applying the independence criteria, the Board reviews and analyses the existence, materiality and effect of any relationships between Gabriel and each of its directors, either directly, through a family member or as a partner, shareholder or officer of another organization that has a relationship with Gabriel and determines in each case whether the relationships could, or could reasonably be perceived to, materially interfere with the director's ability to act independently of management or which could, in the view of the Board, be reasonably expected to interfere with the exercise of a member's independent judgement.

With the assistance of the CG&N Committee, the Board has considered the relationship to Gabriel of each of the director nominees proposed for election by the shareholders at the Meeting. A majority of the proposed nominees for election are not independent.

The Board has determined that proposed nominees for election who are considered to be independent are Ms. El-Erian and Messrs. Couch and Lieber. Messrs. Tanase, Cramer, Erfan and Kochav are not considered to be independent. This analysis of the non-independent members of the Board is consistent the independence determinations recommended by the Corporate Governance & Compensation Committee and accepted by the Board in prior years. Mr. Tanase is currently President and Chief Executive Officer of the Company and, therefore, not independent. Messrs. Cramer, Erfan and Kochav are not considered independent by virtue of their relationships with certain of the major security holders of the Company.

While this determination results in a majority of the Board being comprised of non-independent directors, it does meet the requirements of the Exchange to have at least two independent directors, and the Board believes that the proposed constitution of the Board and combination of independent and non-independent directors is an acceptable balance, given the Company's current operations, the objective of independent supervision of management, the expertise and insight drawn from the proposed complement of directors, and the in-depth knowledge of the operations of the Company afforded by the participation of the President and CEO of the Company on the Board.

In the event of a conflict of interest at a meeting of the Board, the conflicted director will, in accordance with corporate law and in accordance with his or her fiduciary obligations as a director of the Company, disclose the nature and extent of his or her interest to the meeting and abstain from voting on or against the approval of such participation.

In addition, independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent directors are able to meet at any time without any members of management, including the non-independent directors, being present. Further supervision is performed through the Audit Committee and CG&N Committee. A majority of the members of each of the Standing Committees are independent.

BOARD MANDATE

The Board supervises the conduct of the affairs of the Company directly and through its Standing Committees. In so doing, the Board endeavours to act always in the best interests of the Company. In addition, the Board recognizes the importance of the enhancement of both short and longer term value for all shareholders. In carrying out its responsibilities, the Board appoints the senior executives of the Company and meets with them on a regular basis to receive and consider reports on the Company's business. The Board holds regularly scheduled meetings, with additional meetings being held as required to consider particular issues or conduct specific reviews between regularly scheduled meetings.

The fundamental responsibility of the Board is to supervise the management of Gabriel's business and affairs with a view to sustainable value creation for all shareholders. The Board promotes fair reporting, including financial reporting, to shareholders and other interested persons as well as ethical and legal corporate conduct through an appropriate system of corporate governance, internal controls and disclosure controls.

The Board is, among other matters, responsible for the following:

x adopting a strategic planning process;
x reviewing risk identification and ensuring that procedures are in place for risk management;
x reviewing and approving annual operating plans and budgets;
x corporate social responsibility, ethics and integrity;
x succession planning, including the appointment and termination of the Chief Executive Officer and persons in charge of a principal business unit, division or function of Gabriel and its subsidiaries;
x delegation and general approval guidelines for the management of Gabriel;
x monitoring financial reporting and management;
x reviewing corporate disclosure and communications;
x adopting measures for receiving feedback from stakeholders; and
x adopting key corporate policies designed to ensure that Gabriel and its directors, officers, employees, consultants and contractors comply with applicable laws, rules and regulations and conduct business for and on behalf of Gabriel ethically and with honesty and integrity.

The Board has adopted a formal written mandate which clarifies these responsibilities and complements the written charters of each of the Standing Committees. Copies of the Board mandate and the charters of the Standing Committees can be found on Gabriel's website at www.gabrielresources.com.

Strategic Planning

The Board is actively involved in the Company's strategic planning process and works with management in the development of the overall business strategy of the Company. The Board discusses and reviews all materials with management relating to the strategic plan and receives regular updates from management regarding implementation of the business strategy.

Along with those matters which must by law be approved by the Board, key strategic decisions are also submitted by management to the Board for approval or discussion. In addition to approving specific corporate actions, the Board reviews and approves the reports issued to shareholders, including annual financial statements, as well as materials prepared for shareholders' meetings.

Directors are provided an opportunity to meet individually in work sessions with senior management to obtain further insight into the operations of the Company and its subsidiaries, and are involved on a regular basis in discussions with management. Each Standing Committee may engage outside advisors at the expense of the Company. Individual directors are also free to consult with members of senior management whenever so required and to engage outside advisors, at the expense of the Company, with the authorization of the CG&N Committee.

To ensure that the Board is able to discharge its responsibilities independently of management, the following structures and processes are in place:

x the independent directors are invited to meet separately from management and the nonindependent directors following each meeting of the Board. In-camera sessions are on each meeting agenda and the independent directors of the Board met without non-independent directors and management on several occasions during 2020;
x there are no members of management on the Board, other than the President and Chief Executive Officer of the Company;
x when appropriate, members of management, including the President and Chief Executive Officer, are not present for the discussion and determination of certain matters at meetings of the Board;
x the Audit Committee consists entirely of directors who are independent and the CG&N Committee and Compensation Committee each consist of a majority of directors who are independent;
x the President and Chief Executive Officer's compensation is considered, in his absence, by the Compensation Committee and by the Board; and
x in addition to the Standing Committees of the Board, independent committees are appointed from time to time, when appropriate.

The Chair of the Board

Ms. El-Erian was appointed as a non-executive director of the Company in January 2021 and subsequently appointed as Chair of the Board in February 2021. As Chair, Ms. El-Erian is principally responsible for overseeing the operations and affairs of the Board. Her responsibilities include leading, managing and organizing the Board, consistent with the approach to corporate governance adopted by the Board from time to time; confirming that appropriate procedures are in place to allow the Board to work effectively and efficiently and to function independently from management; acting as a liaison between the Board and senior management; encouraging effective communication between the Board and the CEO; and ensuring that the Board and senior management understand their respective responsibilities and respect the boundaries between them.

Oversight of the President and Chief Executive Officer

The President and Chief Executive Officer is appointed by the Board and is responsible for managing Gabriel's affairs. His key responsibilities also involve articulating the vision for the Company, focusing on creating value for shareholders, and developing and implementing a strategic plan that is consistent with the corporate vision.

The Board may set objectives for the CEO which align with the Company's strategic plan. The President and Chief Executive Officer is accountable to the Board and the Standing Committees of the Board. Ordinarily, the Board conducts a formal review of his performance once per year.

The Board has established clear limits of authority over expenditure and other matters for the CEO and reviews such authorities periodically as required. The Board receives both formal and informal reports on Gabriel's operating activities as well as timely reports on certain non-operational matters, including insurance, legal, corporate governance and financial matters.

Position Descriptions

The Board has adopted position descriptions for the Chair of the Board and the CEO which set out their respective duties and responsibilities. These position descriptions are reviewed by the Board from time to time.

The Board has determined that, given the size of the Board and the fact that each Standing Committee has a comprehensive written charter, a written position description for the chairperson of each Standing Committee is not required at this stage.

Risk Oversight

The Board oversees the identification of the principal risks of Gabriel's business and ensures that there are systems in place to effectively identify, monitor and manage them where prudent to do so.

The Board and its Standing Committees manage various types of risks as follows:

x Audit Committee: the Audit Committee monitors financial related risks, including risks relating to internal controls over financial reporting, the delegation of financial authority, and financial risk management policies. The Audit Committee also oversees the Company's disclosure controls and procedures, the Whistle Blowing policy and Code of Business Conducts and Ethics and appropriate insurance coverage.
x CG&N Committee: the CG&N Committee oversees risks related to corporate governance matters, including compliance, ESG and diversity issues, and personnel retention.
x Compensation Committee: the Compensation Committee oversees compensation related and succession risks.

In addition, members of the Board are encouraged to ask questions of management at Board and Standing Committee meetings, as well as throughout the year, to ensure that risks are appropriately identified, monitored and managed. The high level of engagement of Board members, as well as their extensive experience, contributes to the Board's risk oversight role.

MEETINGS OF THE BOARD AND STANDING COMMITTEES OF THE BOARD

Scheduling and Frequency of Meetings

The Chair of the Board, in consultation with the Corporate Secretary, has the responsibility of establishing a schedule for the meetings of the Board and its Standing Committees each year, which is approved by the Board. Board and Standing Committee meeting dates are established sufficiently in advance where possible to minimize conflict with other commitments on directors' schedules. Absent exceptional circumstances, the Board aims to meet a minimum of five times per year, typically every quarter and prior to or following the annual general meeting of the shareholders. If, during the course of the year, circumstances require Board or Standing Committee action or consideration, additional meetings are called.

The Chair of the Board works with the CEO to establish the agenda for each Board meeting. The chairperson of each Standing Committee, in consultation with the Corporate Secretary, determines the agenda for each Standing Committee meeting. Each Board member is free to suggest inclusion of items on any Board or Standing Committee agenda.

Directors are expected to review meeting materials in advance of meetings to encourage and facilitate discussion and questions. Board and Standing Committee meeting dates are established well in advance and directors are expected to be prepared for and attend all Board meetings and relevant Standing Committee meetings absent extenuating circumstances.

Meetings of the Board and Standing Committees in 2020

Between January 1, 2020 and December 31, 2020, the Board held nine meetings, the Audit Committee met four times, the Corporate Governance & Compensation Committee met on seven occasions and the Arbitration Committee held two meetings.

Attendance at Board and Standing Committee Meetings in 2020

The attendance records for all directors at meetings of the Board or its standing committees for the year ended December 31, 2020 are set out below.

Director	Board	Audit Committee	Corporate Governance & Compensation Committee	Arbitration Committee	Overall Attendance
Dag Cramer	8/9 (89%)	ʊ	ʊ	ʊ	8/9 (89%)
Ali Erfan	9/9 (100%)	ʊ	ʊ	ʊ	9/9 (100%)
Dr. Alfred Gusenbauer(2)	4/6 (67%)	1/3 (33%)	ʊ	ʊ	5/9 (56%)
Keith Hulley(2)	6/6 (100%)	ʊ	ʊ	ʊ	6/6 (100%)
Daniel Kochav	9/9 (100%)	ʊ	ʊ	2/2 (100%)	11/11 (100%)
Wayne Kirk(2)	6/6 (100%)	3/3 (100%)	7/7 (100%)	2/2 (100%)	18/18 (100%)
David Peat(3)	9/9 (100%)	4/4 (100%)	ʊ	ʊ	13/13 (100%)
Walter Segsworth(3)	9/9 (100%)	1/1 (100%)	7/7 (100%)	ʊ	17/17 (100%)
Janice Stairs(3)	8/9 (89%)	1/1 (100%)	7/7 (100%)	2/2 (100%)	18/19 (95%)
Dragos Tanase	9/9 (100%)	ʊ	ʊ	ʊ	9/9 (100%)

Notes:

(1) The tables set out the attendance record of each director at meetings of the Board or its Committees during 2020 (as applicable). In circumstances when the director joined or departed the Board during the year, the attendance record is determined only with respect to the number of meetings held during his or her tenure. The table also only shows attendance at standing committee meetings for which a director is a committee member, however, directors may, and frequently do, attend meetings of standing committee of which they are not a member. Mr. Hulley, as Non-Executive Chair of the Board until September 2020, attended all standing committee meetings on a non-compensated basis. The CEO attends all standing committee meetings on a non-compensated basis.
(2) Messrs. Hulley, Gusenbauer and Kirk did not stand for re-election as directors in 2020 and ceased to be directors effective September 17, 2020.
(3) Ms. Stairs and Mr. Segsworth were appointed as additional members of the Audit Committee, and Mr. Segsworth was appointed Chair of the Board, in September 2020 following the departure of Messrs. Hulley, Gusenbauer and Kirk. Ms. Stairs and Messrs. Peat and Segsworth ceased to be directors effective December 11, 2020.

STANDING COMMITTEES OF THE BOARD

As described above, the Board has three Standing Committees. Each Standing Committee operates under a written charter that sets out its responsibilities and duties, qualifications for membership, procedures for committee member removal and appointment and reporting to the Board. The charters are reviewed periodically by the relevant Standing Committee, which may make recommendations to the Board for changes.

The following table sets out the chairperson and members of each of the Standing Committees as at June 29, 2021:

Director	Audit Committee	CG&N Committee	Compensation Committee
Jeffrey Couch
Dag Cramer
Anna El-Erian
Ali Erfan
Daniel Kochav
James Lieber

Chairperson of the Committee

Member of the Committee

In addition to the responsibilities described elsewhere in this Part VI, the following provides a brief summary of the key functions, roles and responsibilities of each Standing Committee and its members.

Audit Committee

The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

x financial reporting and disclosure requirements;
x ensuring that an effective risk management and financial control framework has been implemented and tested by management of Gabriel; and
x external and internal audit processes.

As of June 29, 2021 the members of the Audit Committee were Mr. Couch (Chair), Ms. El-Erian and Mr. Lieber. The Board has determined that all of the Audit Committee members are independent (as set forth in National Instrument 52-110 – Audit Committees) and are financially literate as required by applicable securities legislation.

Corporate Governance & Nominating Committee

The CG&N Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

x identifying individuals qualified to be nominated as members of the Board, and to recommend to the Board candidates for election or re-election as directors;
x evaluating the performance and effectiveness of the Board and the structure and composition of Board committees;
x considering issues and reporting to the Board with respect to corporate governance matters; and
x reviewing the overall governance principles of the Company, recommending any changes to these principles, and monitoring their disclosure, in light of NI 58-101, NP 58-201, and the corporate governance guidelines published by the Toronto Stock Exchange or the Exchange (as applicable), and other applicable laws.

As of June 29, 2021, the members of the CG&N Committee were Ms. El-Erian (Chair) and Messrs. Kochav and Lieber, a majority of whom are independent.

Compensation Committee

The Compensation Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to, among other things:

x the establishment and administration of the Company's key human resources and compensation policies, including all incentive and equity based compensation plans or structures as are adopted by the Company from time to time;
x the performance evaluation of the CEO, and determination of the compensation for the CEO, and other senior executives of Gabriel;
x the establishment and administration of policies and procedures designed to identify and mitigate risks associated with the Company's compensation policies and practices;
x succession planning, including the appointment, training and evaluation of the senior executives of Gabriel; and
x the compensation of members of the Board.

As of June 29, 2021, the members of the Compensation Committee were Mr. Couch (Chair), Ms. El-Erian and Mr. Cramer, a majority of whom are independent. While the Compensation Committee is not currently composed entirely of independent directors, the Board is satisfied that the current composition of the Committee is appropriate for the Company's circumstances and that the Committee is able to discharge its mandate effectively and there are steps in place to ensure an objective process for determining executive compensation.

Further details of the role of the Compensation Committee, and compensation consultants to the Compensation Committee, are set out under the section entitled "Compensation Review Process" in Part V of this Circular.

ASSESSMENT PROCESS

The Company has established an annual process ("Evaluation Process") whereby directors are provided with an opportunity to evaluate the effectiveness of the Board, the directors and the Standing Committees, and to identify areas where effectiveness can be improved or enhanced. The Evaluation Process is conducted by the CG&N Committee.

The Evaluation Process involves the solicitation of input from individual directors through an annual assessment questionnaire completed by each member, which explores the directors' views and solicits feedback on, amongst other matters, (i) how well he or she believes the Board, the directors and the Standing Committees are performing; (ii) the key competencies required by the Board and the extent to which these are served by the existing Board members; and (iii) their assessment of their own performance, including their availability and attendance, preparations, contributions, and knowledge and judgment. The Evaluation Process includes open-ended questions to allow directors to suggest improvement.

The results of the Evaluation Process are subsequently presented by the CG&N Committee to the Board and discussed by the Board. The CG&N Committee recommends to the Board any changes required to enhance performance based upon the Evaluation Process. The Chair of the CG&N Committee also annually polls the directors regarding their assessment of the performance and suitability for renomination of the other directors, with assessments of the CG&N Committee provided to the Chair of the Board.

An Evaluation Process was undertaken in early 2020. Given the significant changes made to the Board during the course of 2020 and with the appointment of three new independent directors in January 2021, the Board determined that the Evaluation Process that would have typically taken place in the first half of 2021 should be deferred to, amongst other things, afford the new directors time to evaluate the performance of the Board and the Standing Committees, the key competencies required by the Board and their own performance assessment. To date, the CG&N Committee and the Board has satisfied themselves that the Board, its Standing Committees and individual directors are performing effectively.

SKILLS MATRIX

The Company considers that a board of directors with a diverse set of skills is better able to oversee the wide range of issues that arise in a company of Gabriel's complexity. The CG&N Committee therefore undertakes the Evaluation Process to assess the Board's overall effectiveness and also takes into account the views of stakeholders to make sure its size and composition represent the quality and mix of skills needed to oversee management and Gabriel's business affairs. The mix of skills and experience of the Board in areas that are considered by the directors to be important to the business and operations of Gabriel are described below.

Skill and Experience	Number of Current Directors
Senior Executive Experience Experience as a senior officer or chair of a publicly listed company or major organization.	7
Other Directorships Current experience as a board member of a major organization (other than Gabriel - public, private, non profit).	7
Mining Industry Experience Experience in a management, board or consulting role in mining operations, exploration or development.	5
Financial Expertise Senior financial officer of a publicly listed company or major organization or experience in financial accounting and reporting and corporate finance (familiarity with internal financial controls and IFRS).	4
Technical Expertise Experience with a leading mining or resource company with reserves, exploration and operations expertise.	2
Legal Expertise Experience as a lawyer either in private practice or in-house with a publicly listed company or major organization.	2
Environmental/Sustainable Development Expertise Understanding of and experience with corporate responsibility practices and the constituents involved in environmental/sustainable development policies.	5
European Experience Experience in a management, board or consulting role in conducting or overseeing business in Europe.	4
Government/Political Experience Experience in, or a good understanding of, the workings of governments, politics and public policy domestically and internationally.	7
Corporate Governance Expertise Knowledge of and experience with corporate governance requirements, practices and processes and the constituents involved in corporate governance policies.	7
Compensation/Human Resources Expertise Knowledge of and experience of compensation and human resources practices and management.	7

ORIENTATION AND CONTINUING BOARD EDUCATION

The Board ensures that each new nominee has the competencies, skills and personal qualities required to perform his duty properly, and management of the Company provides informal orientation and education to new directors respecting Gabriel's structure, operational and Arbitration history, properties, performance, policies and strategic plans.

Management and external advisors are regularly invited to attend Board meetings to provide detailed presentations to the Board on significant developments and topics within their area of responsibility and expertise. Directors are briefed regularly by management on strategic issues affecting the Company. Board members are encouraged to participate in continuing education relevant to their roles as directors and committee members. In addition, periodic presentations are provided by external legal counsel regarding recent developments in specific matters.

Save for the above-noted initiatives, the Board does not have any formal processes with respect to the orientation of new directors, nor does it take any specific measures to provide continuing education for the directors. Given the current status of the Company's operations, and having regard to the background and experience of its directors, the Board does not feel it necessary to formalise such programs.

NOMINATION OF NEW DIRECTORS AND BOARD SIZE

The CG&N Committee is responsible for assessing the need for new directors, and the preferred experience and qualifications of new directors, taking into consideration the independence, age, skills and experience required for the effective conduct of the Gabriel's business. The CG&N Committee recommends candidates for initial Board membership and Board members for re-nomination. The skills matrix referred to above is used by the CG&N Committee to assist with its identification of the skills and experience required for nominees to the Board and recommendations are based upon character, integrity, judgment, business experience, record of achievement and skills or talents that would enhance the Board and overall management of the business and affairs of the Company.

The CG&N Committee maintains an understanding of the anticipated tenure of current directors, and the needs of the Board as a whole. Particular candidates are considered in light of the Board's current and anticipated needs.

As described above, Board members complete annual assessment reports, and are polled regarding the performance of the other directors, which are reviewed by the CG&N Committee to ensure that the Board as a whole has the appropriate mix of skills and competence and to assist in placing Board members on Standing Committees where their expertise can best be utilized, and also to identify skills and experience gaps important in identifying any new nominees to the Board.

The CG&N Committee and the Board have determined that the size of the Board, as proposed to be elected at the Meeting, is appropriate for the Company's size, complexity and focus of its operations.

DIVERSITY AND INCLUSION

The Company is in the process of discussing the adoption of a standalone Anti-Discrimination, Diversity and Inclusion Policy (the "Diversity Policy"). This Diversity Policy will confirm the Company's continued commitment to achieving and maintaining a diverse Board and management, a principal set out in the Company's existing policies. Gabriel recognizes and embraces the benefits of having a diverse Board that may draw on a variety of perspectives, skills, experience, and expertise to facilitate effective decision making. The Company also views diversity at the Board level as an important element of strong corporate governance.

Gabriel recognizes that gender diversity is a significant aspect of diversity and acknowledges the important role that women with appropriate and relevant skills and experience can play in contributing to the diversity of perspective on the Board. The Company believes other aspects of diversity must also be considered, including race, ethnicity, geographical and cultural background, skills, experience, education, and age, in order to ensure that the Board, as a whole, reflects a range of viewpoints, background, skills, experience and expertise.

In identifying potential candidates, the Board will generally identify, evaluate and recommend candidates with the goal of creating a Board that, as a whole, consists of diverse individuals with various and relevant career experience, industry knowledge and experience, and financial and other specialized expertise. Candidates will be recommended for appointment or election as directors based on merit considered against objective criteria, having due regard for the benefits of diversity.

The Diversity Policy will aspire to attain and maintain Board composition in which at least 30% of the independent directors are women. Currently, of the seven (7) member Board, one is a women (14%) who is Chair of the Board.

The Company recognizes that diversity is important for management and throughout the Gabriel Group. As of the date of this Circular, no women occupy executive officer positions within the Company. A number of senior management positions are held by women at RMGC. The Diversity Policy will not set numeric targets for management. However, the Board views diversity as an area of focus, and will endeavour to push for an increase to diversity in any discussions with management if and when hiring opportunities arise.

The CG&N Committee shall review the Diversity Policy regularly, which will include an assessment of the effectiveness of the Diversity Policy in promoting a diverse Board. Once the Diversity Policy is finalized, the CG&N Committee will be responsible for any revisions that may be required to the policy and will recommend any such revisions to the Board for approval.

RETIREMENT POLICY AND TERM LIMITS

The Board has not adopted a mandatory retirement policy or term limits for directors. The Board believes that mandatory retirement and term limits may result in the loss of effective directors with deep knowledge of the Company. Instead, determination of a director's continued fitness for service as a member of the Board is assessed through the implementation of the Board and individual director assessment process outlined above.

SUCCESSION PLANNING AND EVALUATION OF OFFICERS

The Board is responsible for choosing the president and CEO, appointing executive management and for monitoring their performance. The Board ensures the continuity of executive management by overseeing succession planning and that processes are in place to recruit senior managers with the highest standards of integrity and competence. The CG&N Committee is specifically mandated to assist the Board in this regard, by ensuring that appropriate executive succession planning processes are in place and operating effectively for executives. The CG&N Committee also reviews significant changes to the organization's structure as they arise and their impact on executive roles.

The CG&N Committee considers, and where deemed necessary undertakes, a periodic review of the succession planning process and results for executive management and reports to the Board on these matters. As part of this process, the CEO reviews other executive management positions with the CG&N Committee. Depending on the position at issue, the Audit Committee may also be involved in the periodic review of succession planning.

The CG&N Committee assists the Board in monitoring the performance of the CEO by conducting an annual review of the CEO's performance against any predetermined goals and criteria (including any goal of succession planning) and reporting to the Board, as well as recommending to the Board the total annual compensation of the CEO (see "Compensation Discussion and Analysis" in Part V of this Circular). The CG&N Committee also reviews with the CEO the performance of his direct reports and recommendations for their total compensation.

COMPENSATION OF DIRECTORS AND OFFICERS

The Board believes that compensation for directors and officers should be competitive with the compensation paid to directors and officers of comparable companies and also reflect the unique challenges which are brought about by involvement in the Arbitration. The Compensation Committee reviews directors' compensation annually and makes recommendations to the Board. Directors who are employees of the Company or any of its affiliates do not receive any compensation for service as directors. Compensation paid to each director during 2020 is set out under "Directors' Compensation for 2020 – Annual Director Compensation" in Part IV of this Circular. Gabriel's executive compensation philosophy is described under "Compensation Discussion and Analysis — Compensation Philosophy and Objectives" in Part V of this Circular.

MINIMUM SHARE OWNERSHIP REQUIREMENTS

The Board has not established guidelines with respect to minimum share ownership requirements by directors or officers of the Company. Historically a significant portion of total remuneration of directors and management is "at risk" and provided in the form of Options and/or RSUs or DSUs, which are intended to strengthen the alignment of management and shareholder interests, In this context, and given the unpredictable nature and duration of the Arbitration, the Board has historically not previously considered it necessary to maintain minimum share ownership requirements for the Company's directors or officers. However, during the course of 2021, the CG&N Committee and Compensation Committee will further consider and determine whether a minimum share ownership policy is appropriate for the Company.

COMMUNICATION/DISCLOSURE POLICY AND STAKEHOLDER FEEDBACK

Communications/Disclosure Policy

Gabriel has adopted a Corporate Disclosure Policy that establishes guidelines and standards for Gabriel's communications with shareholders, investment analysts, other stakeholders and the public generally. This policy includes measures to avoid selective disclosure of material information, and establishes internal processes for key public communications. The policy also addresses Gabriel's obligations for continuous and timely disclosure of material information and, together with Gabriel's Insider Trading Policy, sets governance standards together with requiring directors, officers, employees and contractors trading in Shares and other securities to comply with applicable law.

Gabriel has disclosure controls and procedures designed to ensure that material information relating to Gabriel is made known to its CEO and CFO. Gabriel has a Disclosure Committee, comprised of its CEO, CFO, Group General Counsel and Group Financial Controller, and has designed and implemented due diligence procedures to support the financial reporting process and the certification of its financial reports by the CEO and CFO.

Gabriel interprets its operations for its shareholders and other stakeholders through its periodic financial reports, securities filings, news releases and website. Gabriel encourages and seeks stakeholder feedback through various channels, including corporate communications. The Board, directly or through the activities of the Audit Committee, reviews and approves all quarterly and annual financial statements and related management's discussion and analysis and management information circulars, (as applicable) and press releases containing significant new financial information, among others.

The Board is mandated to ensure systems are in place for communication with Gabriel's shareholders and other stakeholders. Gabriel currently maintains email and regular mail addresses for stakeholder feedback and questions.

Board Engagement with Shareholders

Members of the Board may also meet with the Company's shareholders, shareholder organizations and governance groups. Directors will liaise and meet with shareholders and other stakeholders upon request, where appropriate.

The Board also encourages shareholder participation at the Meeting as it provides a valuable opportunity to discuss the Company's activities and general business, financial situation, corporate governance and other important matters.

The Board recognizes that engagement with shareholders is a constantly evolving practice, and it will periodically review its actions in this area to ensure that they are effective and suit the stakeholders. Shareholders are encouraged to contact the Chair of the Board to express their views on matters that are important to them via email at: [email protected], subject line: Attention: Chair of the Board, c/o Corporate Secretary.

CODE OF BUSINESS CONDUCT AND ETHICS

The Board expects all of Gabriel's directors, officers and employees to conduct themselves in accordance with high ethical and legal standards.

In addition to formal policies regarding anti-bribery and corruption, gifts and hospitality, and whistle blowing, the Board has adopted a Code of Business Conduct and Ethics ("Code") which applies to Gabriel's directors, officers, employees, consultants and contractors. The Code requires strict compliance with legal requirements and sets Gabriel's standards for the ethical conduct of our business. Topics addressed in the Code include policy matters, avoidance of conflicts of interest, compliance with applicable laws, codes and regulations, and procedures for employees and third parties to report concerns with respect to violations of the Code.

Directors are required to report promptly to the Board all actual, potential or perceived conflicts of interest regarding any matter under consideration. Directors may not participate in discussions, deliberations or decision-making in which they have a conflict of interest.

The Code is supported by detailed policy guidance and standards and a Code compliance program, under which every Gabriel director, officer, employee, consultant and, where appropriate, contractor is periodically required to affirm that he or she understands the requirements of the Code and provide confirmation of his or her compliance with the Code during the preceding year.

The Board exercises stewardship over the Code in several respects. Ordinarily, the Code and related corporate policies are reviewed by management and the Board on a periodic, typically annual, basis and, if appropriate, updated. Management reports to the CG&N Committee on this process and any changes are reviewed by the CG&N Committee and the Board. Any waivers of Code requirements for Gabriel's executive officers or members of the Board must be approved by the Board or appropriate Committee thereof and disclosed. No such waivers were requested in 2020.

Gabriel encourages directors, officers, employees, consultants and contractors to raise any policy breach and/or ethical concerns, without fear of retaliation.

Gabriel's Whistle Blowing Policy provides a means for Gabriel's directors, officers, employees, consultants and contractors to raise issues of concern confidentially to: (i) the Chief Financial Officer of the Company; (ii) the Chair of the Audit Committee; or (iii) the Head of Human Resources of RMGC.

As set out in Gabriel's Whistle Blowing Policy, an individual who, in good faith, reports a concern is protected from reprisal, such as dismissal, disciplinary action, retaliation or discrimination. Any issues of a serious nature are investigated by the Company's Chief Financial Officer, the Head of Human Resources of RMGC and/or the Audit Committee. The Audit Committee receives regular updates on activities relating to the Whistle Blowing Policy.

Copies of the Code and Gabriel's Whistle Blowing Policy are available on the Company's website at www.gabrielresources.com.

PART VII

ADDITIONAL INFORMATION

DIRECTORS' AND OFFICERS' INSURANCE AND INDEMNIFICATION

Under policies purchased by Gabriel, insurance is in effect for the benefit of directors, officers and certain agents of the Gabriel Group against liabilities incurred by them in their capacity as directors, officers and agents. Gabriel is also insured under this policy in the event it is permitted or required by law to indemnify individual directors, officers and agents.

In March 2021, Gabriel paid a premium of approximately \$409,500 for directors and officers insurance for the period ending January 31, 2022.

Gabriel's by-laws also provide for the indemnification of its directors and officers from and against liability and costs in respect of any action or suit against them in connection with the execution of their duties of office, subject to certain limitations. Gabriel has also entered into agreements with each of its directors and officers and certain agents providing for indemnification and related matters.

INTERESTS OF DIRECTORS AND OFFICERS IN MATTERS TO BE ACTED UPON

Except as disclosed elsewhere in this Circular, or in the press releases and material change reports of the Company concerning the 2020 Private Placement, the private placement of the Company announced on May 26, 2021 and/or the repayment of the outstanding convertible notes of the Company in June 2021, no director or officer of Gabriel, or any associate or affiliate thereof or, to the knowledge of Gabriel, any person who beneficially owns, or controls or directs, directly or indirectly, 10% or more of the voting shares of Gabriel, or any associate or affiliate thereof had any material interest, direct or indirect, by way of beneficial ownership of Shares or otherwise, in any matter to be acted upon or in any transaction of Gabriel since January 1, 2020, or in any proposed transaction that has materially affected or will materially affect Gabriel or any of its subsidiaries.

SHAREHOLDER PROPOSALS FOR NEXT YEAR'S ANNUAL MEETING

The Yukon Business Corporations Act permits certain eligible shareholders of the Company to submit shareholder proposals to the Company, which proposals may be included in a management information circular relating to an annual meeting of shareholders. The final date by which the Company must receive shareholder proposals for the annual general and special meeting of shareholders of the Company to be held in 2022 is March 31, 2022.

AVAILABILITY OF DOCUMENTS

Financial information for the year ended December 31, 2020 is provided in the audited consolidated financial statements and management discussion and analysis ("MD&A") of the Company.

A copy of the Company's audited consolidated financial statements and MD&A for the financial year ended December 31, 2020 was mailed on March 19, 2021 to all shareholders who requested a copy of such report through the completion and return of the mailing card provided by the Company in its last annual mailing. For those shareholders who did not request to receive a copy of the audited consolidated financial statements and MD&A, a copy is available upon request to the Company (see below) and can also be found on SEDAR at www.sedar.com or on the Company's website at www.gabrielresources.com.

The Company will provide to any person or corporation, upon request, one copy of any of the following documents: (i) this Circular; (iii) the Company's most recently filed audited consolidated financial statements, together with the accompanying report of the auditor; and (iii) any interim financial statements of the Company that have been filed for any period after the end of the Company's most recently completed financial year.

Copies of the above documents will be provided, upon request, by the Corporate Secretary at Gabriel Resources Ltd., c/o RM Gold (Services) Ltd., Central Court, 25 Southampton Buildings, London WC2A 1AL, United Kingdom, free of charge to security holders of the Company. Copies of these documents and other information relating to the Company are available on SEDAR at www.sedar.com and on the Company's website at www.gabrielresources.com.

CORPORATE ADDRESS

The Company's registered office is situated at Suite 200 - 204 Lambert Street, Whitehorse, Yukon Y1A 1Z4, Canada. The Company's wholly-owned UK subsidiary, RM Gold (Services) Ltd., also maintains administrative offices in the United Kingdom at Central Court, 25 Southampton Buildings, London WC2A 1AL

BOARD OF DIRECTORS' APPROVAL

The contents of this Circular and its sending to shareholders of the Company have been approved by the Board of Directors of Gabriel.

DATED as of June 29, 2021.

By Order of the Board of Directors

(Signed)

Simon Lusty Corporate Secretary

APPENDIX

EQUITY COMPENSATION PLANS

PART A

SECURITIES AUTHORIZED FOR ISSUANCE

The following table sets forth information with respect to securities reserved by the Board of Directors for issuance under the Company's equity compensation plans as at July 1, 2021:

Plan Category(1)	Number of Shares available to be issued upon the exercise of outstanding options/units (number)	Weighted average exercise price of outstanding options (\$)	Number of Shares Remaining available for future issuance under equity compensation plans (number)
Option Plan	32,125,105	\$0.46	64,628,914
DSU Plan	4,079,732	n/a(2)	2,194,259
RSU Plan Equity compensation plans not approved	—	n/a(2)	3,903,833
by security holders	n/a	n/a	—
Total(3)	36,204,837	—	70,727,006

Notes:

(1) The maximum number of Shares which may be allocated for issuance under the Option Plan shall not exceed 10% of the Shares issued and outstanding from time to time, calculated on a non-diluted basis. The maximum number of Shares which may be allocated for issuance under the RSU Plan and DSU Plan is fixed at 5,000,000 and 7,000,000 respectively.
(2) DSUs and RSUs do not require payment by the holder on redemption or settlement.
(3) As at July 1, 2021 an aggregate of 36,204,837 securities were allocated for issuance under all of the Company's equity based compensation arrangements. Of this number, 32,125,105 Shares had been allocated to awards to individuals under the Company's incentive stock option plan and an additional 64,628,914 Shares are capable of allocation to individuals in the future before the Company reaches the maximum percentage (10%) of Shares allowable to be set aside (being equivalent to 96,754,019 Shares) in respect of issuance and exercise under the Option plan.

APPENDIX

EQUITY COMPENSATION PLANS

PART B

SUMMARY OF EXISTING SHARE-BASED COMPENSATION PLANS

The following table sets out certain relevant disclosure with respect to the Company's existing Sharebased compensation plans as at July 1, 2021:

	OPTION PLAN	DSU PLAN	RSU PLAN
Eligible participants	Any director, officer or employee of, or consultant to, Gabriel or of any subsidiary of Gabriel.	A director or senior officer of Gabriel designated by the Compensation Committee of Gabriel as eligible to participate in the DSU Plan.	Any director, officer or employee of, or consultant to, Gabriel or of any subsidiary of Gabriel.
Maximum number of securities issuable under each arrangement	The maximum number of Shares which may be allocated for issuance under the Option Plan is 10% of the issued and outstanding Shares (calculated on a non diluted basis) from time to time. As at July 1, 2021, a total of 32,125,105 Shares have been allocated for issue pursuant to the exercise of Options outstanding at that date.	The maximum number of DSUs which may be awarded under the DSU Plan, and the maximum number of Shares that may be issued upon redemption or cancellation of such DSUs, is 7,000,000. If DSUs granted under the DSU Plan are redeemed for cash or otherwise cancelled without the issuance of Shares, then such number of DSUs shall automatically be again available for award under the DSU Plan. As at July 1, 2021, a total of 726,009 Shares had been issued pursuant to the redemption of DSUs and a further 4,079,732 Shares have been allocated for issue pursuant to the redemption of outstanding DSUs under the DSU Plan. The maximum number of further Shares which may be issued from treasury pursuant to the redemption of DSUs to be granted in the future under the DSU Plan is 2,194,259.	A maximum of 5,000,000 RSUs may be issued under the RSU Plan. As at July 1, 2021, a total of 1,096,167 Shares had been issued pursuant to the settlement of RSUs. No further Shares have been allocated for issue pursuant to the settlement of outstanding RSUs under the RSU Plan. If RSUs granted under the RSU Plan are redeemed for cash or otherwise cancelled without the issuance of Shares, then such number of RSUs shall automatically be again available for award under the RSU Plan The maximum number of further Shares which may be issued from treasury pursuant to the settlement of RSUs to be granted in the future under the RSU Plan is 3,903,833.

Maximum number of securities under each arrangement available to Insiders and their Associates Maximum number	The maximum number of Shares (i) issuable to Insiders at any time and (ii) which may be issued to Insiders within a one year period, pursuant to the exercise of Options under the Option Plan (and all Share compensation arrangements of the Company) is 10% of the then issued and outstanding Shares (calculated on a non-diluted basis). The maximum number of	The maximum number of Shares (i) issuable to Insiders at any time and (ii) which may be issued to Insiders within a one year period, pursuant to the redemption of DSUs under the DSU Plan (and all Share compensation arrangements of the Company) is 10% of the then issued and outstanding Shares (calculated on a non-diluted basis). The maximum number of	The maximum number of Shares (i) issuable to Insiders at any time and (ii) which may be issued to Insiders within a one year period, pursuant to the settlement of RSUs under the RSU Plan (and all Share compensation arrangements of the Company) is 10% of the then issued and outstanding Shares (calculated on a non-diluted basis). The maximum number of
of securities any	Shares which may be	Shares which may be issued	Shares which may be
one Insider and its	issued within a one-year	within a one-year period to	issued within a one-year
Associates is	period to any one Insider	any one Insider under all	period to any one Insider
entitled to receive	under all Share compensation arrangements of the Company is 5% of the then issued and outstanding Shares (calculated on a non-diluted basis).	Share compensation arrangements of the Company is 5% of the then issued and outstanding Shares (calculated on a non diluted basis).	under all Share compensation arrangements of the Company is 5% of the then issued and outstanding Shares (calculated on a non-diluted basis).
Determination of	Exercise price is	The redemption price is the	The settlement price is the
exercise	determined by the Board,	closing price of a Share	volume weighted average
/redemption /	provided that it cannot be	averaged over the five (5)	trading price of a Share for
settlement price	less than the higher of the closing price and the volume weighted average trading price of a Share for the five (5) trading days immediately preceding the day on which the relevant Option is granted.	consecutive trading days immediately preceding date of redemption.	the five (5) trading days immediately preceding the date of settlement.

Term and vesting	The Board has the authority	No vesting conditions are	The Board has the authority
provisions	to determine the term and	attached to DSUs, however	to determine the term and
	vesting provisions of	DSUs can only be	vesting provisions of
	Options, provided that the	redeemed after termination	RSUs, provided that the
	term may not exceed ten	of service/employment,	term may not exceed five
	(10) years.	and, save as set out below,	(5) years.
		DSUs must be redeemed no
		later than ninety days
		following the date on which
		the termination of
		service/employment
		occurred. Notwithstanding
		the foregoing a US grantee
		may elect a distribution date
		which is no earlier than the
		ninetieth day following
		termination of service or
		later than the last business
		day of the calendar year
		following the calendar year
		in which the termination of
		service occurs.

Procedure for amending the security based compensation arrangement, including whether shareholder approval is required for amendments.	The Board may revise the terms of the Plan or of any Option granted under the Plan, provided such amendment or revision: (i) is made in compliance with applicable law and does not require the approval of any regulatory body or the shareholders under law or the Option Plan; and (ii) does not materially adversely affect the rights of any option holder. Disinterested shareholder approval is required pursuant to the Option Plan to authorize: (i) any amendment to the definition of 'Eligible Person'; (ii) any increase in the maximum number of Shares that may be issuable pursuant to Options; (iii) any amendment to the method for determining the exercise price of the Options; (iv) any reduction in the exercise price of any Option, with certain exceptions; (v) any extension of the maximum term of an Option; (vi) any amendment to the expiry and termination provisions applicable to an Option; (vii) any amendment to the specified participation limits; (viii) any amendment to the amendment provisions of the Plan; (ix) the grant of an Option with expiry date of more than 10 years from the grant date; and (x) any amendment to assignability and transferability of Options granted. Amendments to the Option Plan which do not require shareholder approval include but are not limited to: (i) amendments to the vesting provisions of the Option Plan; (ii) amendments to the terms of any Options; (iii) amendments of the Option Plan or any Option to comply with any changes	Save as set out below, the Board has the authority to amend or suspend the plan without shareholder approval. The Board requires shareholder approval to: (i) increase the maximum number of DSUs issuable under the DSU Plan; (ii) amend the amendment provisions of the DSU Plan; and (iii) amend the definition of "Participant" under the DSU Plan. Amendments to the DSU Plan which do not require shareholder approval include but are not limited to: (i) amendments to reflect any changes in requirements of any regulator or stock exchange to which the Company is subject; (ii) amendments of a "housekeeping" nature including, but not limited to, of a grammatical or typographical nature; (iii) amendments in respect of the administration of the DSU Plan; (iv) amendments relating to the transferability of the DSUs; and (v) amendments relating to termination provisions of the DSU Plan.	Save as set out below, the Board has the discretion to amend the RSU Plan without shareholder approval. The Board requires shareholder approval to: (i) increase the maximum number of Shares issuable under the RSU Plan; (ii) extend the expiry date of any outstanding RSU; (iii) permit the grant of an RSU with an expiry date of more than five (5) years; (iv) remove or exceed the insider participation limits; and (v) amend the amendment provision of the RSU Plan. Amendments to the RSU Plan which do not require shareholder approval include but are not limited to: (i) amendments to the vesting provisions of the RSU Plan and any RSU award; (ii) amendments to the terms of any RSUs; (iii) amendments of the RSU Plan or any RSU to comply with any changes in requirements of any regulator or stock exchange to which the Company is subject; (iv) amendments of a "housekeeping" nature; and (v) amendments respecting the administration of the RSU Plan.
	in requirements of any regulator or stock exchange

	to which the Company is subject; (iv) amendments of a "housekeeping" nature; (v) amendments respecting the administration of the Option Plan; and (vi) any other amendment to the Plan or an Option that does not require the approval of disinterested shareholders under the Option Plan.
Causes of cessation of entitlement including termination of employment	Unless as otherwise determined by the Board, all vested Options held by an option holder cease to be exercisable twelve (12) months after: (a) the date of termination of the Option holder's employment (with or without cause); (b) the date on which the Option holder ceases to be an eligible participant under the Option Plan; or (c) the date of the Option holder's death.	A DSU holder's right to participate in the DSU Plan terminates upon either: (a) the date of termination of the DSU holder's employment (with or without cause); (b) the date on which the DSU holder ceases to be a director; or (c) the date of the DSU holder's death, provided that a DSU holder shall be entitled to redeem his or her DSUs during the periods described above in the row entitled 'Term and vesting provisions'.	In the case of a termination of an RSU participant's service with the Company by reason of (a) termination by the Company (other than for cause); or (b) the participant's death, the participant's unvested RSUs shall vest automatically, and at any time during the ninety (90) day period commencing on the date of such termination, the participant will be eligible to request that the Company settle his or her vested RSUs. In the case of a termination of an RSU participant's service by reason of voluntary resignation, the participant's unvested RSUs shall terminate automatically, and at any time during the ninety (90) day period commencing on the date of such termination, the participant will be eligible to request that the Company settle his or her vested RSUs. Upon a RSU participant's employment being terminated for cause, all RSUs held by the participant (vested and unvested) immediately terminate upon such termination date.
Assignability	Not assignable or transferable.	Not assignable or transferable.	Not assignable or transferable.

Financial assistance provided by	None.	None.	None.
Gabriel to any participant to facilitate the purchase.
Change of control provisions	In the event of a change of control (as defined in the Option Plan and set out below), the Board may determine that all outstanding and unvested Options immediately vest and become exercisable in whole or in part by an Option holder. A change of control event under the Option Plan includes: (i) the sale by the Company of all or substantially all of its assets; (ii) acceptance by the holders of more than 30% of the Shares of any offer for all Shares (provided control of the Board also changes); (iii) the acquisition of ownership or control of more than 30% of the Shares (provided control of the Board also changes); (iv) the entering into of an agreement by the Company to merge, consolidate, restructure, amalgamate or initiate an arrangement into, or with, another corporation; (v) the approval by the Board or the shareholders to substantially liquidate the assets or wind up the business of the Company; or (vi) individuals who were members of the Board immediately prior to a meeting of shareholders involving a contest for or an item of business relating to the election of directors, not constituting a majority of the Board following such election.	None.	In the event of a change of control (as defined in the RSU Plan and set out below), the Board may determine that all outstanding and unvested RSU immediately vest and become capable of settlement in whole or in part by an RSU holder. A change of control event under the RSU Plan includes: (i) the sale by the Company of all or substantially all of its assets; (ii) acceptance by the holders of more than 50% of the Shares of any offer for all Shares (provided control of the Board also changes); (iii) the acquisition of ownership or control of more than 50% of the Shares (provided control of the Board also changes); (iv) the entering into of an agreement by the Company to merge, consolidate, restructure, amalgamate or initiate an arrangement into, or with, another corporation; (v) the approval by the Board or the shareholders to substantially liquidate the assets or wind up the business of the Company.
Blackout extension	In the event Options granted pursuant to the Option Plan would otherwise expire during a blackout period, the expiry date for such Options shall be automatically extended to the tenth business day after the cessation of the relevant blackout period.	In the event DSUs granted pursuant to the DSU Plan would be redeemed during a blackout period, the redemption date for such DSUs shall be automatically extended to the tenth business day after the cessation of the relevant blackout period.	In the event RSUs granted pursuant to the RSU Plan would otherwise expire during a blackout period, the expiry date for such RSUs shall be automatically extended to the tenth business day after the cessation of the relevant blackout period.

No amendments were made to the terms and conditions of any outstanding Share-Based or Option-Based awards during the year ended December 31, 2020, save that, on August 4, 2020, the Board determined that, in order to be consistent with the provisions of Option Plan, all vested Options held by any participant should cease to be exercisable on the earlier of: (i) the original expiry date as set out by the Board on the date of the grant; and (ii) 12 months after the date on which a participant ceases to be an Eligible Person (as defined in the Option Plan) under the terms of the Option Plan.

APPENDIX

EQUITY COMPENSATION PLANS

PART C

STOCK OPTION PLAN

GABRIEL RESOURCES LTD.

INCENTIVE STOCK OPTION PLAN

September 17, 2020

Section 1	General Provisions 1
1.1	Interpretation 1
1.2	Purpose 5
1.3	Administration 5
1.4	Shares Subject to the Plan 5
1.5	Limits on Issuance 6
1.6	Limits With Respect to Insiders 6
1.7	Amendment and Termination 7
1.8	Compliance with Legislation 8
1.9	Effective Date 9
	1.10 Proceeds from Exercise of Options 9
	1.11 Tax Withholdings 9
	1.12 Miscellaneous 9

Section 2	Options 10
2.1	Grants 10
2.2	Exercise Price 10
2.3	Exercise of Options 10
2.4	Notice 12
2.5	Rights of Participants 12
2.6	Right to Issue Other Shares 12

(e) "Business Day" means any day other than a Saturday, Sunday or a statutory or civic holiday in the City of Toronto, Ontario, on which the Stock Exchange is open for trading;
(f) "Cause" means (i) if the Participant has a written agreement with the Corporation or Subsidiary Companies in which "cause" is defined, "cause" as defined therein; or otherwise (ii) (A) the inability of the Participant to perform his or her duties due to a legal impediment such as an injunction, restraining order or other type of judicial judgment, decree or order entered against the Participant; (B) the failure of the Participant to follow the Corporation's reasonable instructions with respect to the performance of his or her duties; (C) any material breach by the Participant of his or her obligations under any code of ethics, any other code of business conduct or any lawful policies or procedures of the Corporation; (D) excessive absenteeism, flagrant neglect of duties, serious misconduct, or conviction of crime or fraud; and (E) any other act or omission of the Participant which would in law permit an employer to, without notice or payment in lieu of notice, terminate the employment of an employee;
(g) "Certificate" has the meaning given to that term in Section 1.3(c);

(h) "Change of Control Event" means:

(i) the sale by the Corporation of all or substantially all of its assets;
(ii) the acceptance by the Shareholders, representing in the aggregate thirty percent (30%) or more of all of the issued Common Shares, of any offer, whether by way of a takeover bid or otherwise, for all or any of the outstanding Common Shares; provided that no change of control event shall be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;
(iii) the acquisition, by whatever means, by a person (or two or more persons who, in such acquisition, have acted jointly or in concert or intend to exercise jointly or in concert any voting rights attaching to the Common Shares acquired), directly or indirectly, of beneficial ownership of such number of Common Shares or rights to Common Shares, which together with such person's then-owned Common Shares and rights to Common Shares, if any, represent (assuming the full exercise of such rights) thirty percent (30%) or more of the combined voting rights attached to the then-outstanding Common Shares;
(iv) the entering into of any agreement by the Corporation to merge, consolidate, restructure, amalgamate, initiate an arrangement or be absorbed by, into or with another corporation; provided that no change of control event shall be deemed to have occurred if upon completion of any such transaction individuals who were members of the Board immediately prior to the effective date of such transaction constitute a majority of the board of directors of the resulting corporation following such effective date;
(v) the passing of a resolution by the Board or Shareholders to substantially liquidate the assets of the Corporation or wind up the Corporation's business or significantly rearrange its affairs in one or more transactions or series of transactions or the commencement of proceedings for such a liquidation, windingup or re-arrangement (except where such re-arrangement is part of a bona fide

reorganization of the Corporation in circumstances where the business of the Corporation is continued and the shareholdings remain substantially the same following the re-arrangement); or

(vi) individuals who were members of the Board immediately prior to a meeting of the Shareholders involving a contest for the election of directors no longer constitute a majority of the Board following such election;
(i) "Common Shares" means the common shares in the share capital of the Corporation;
(j) "Consultant" means a corporate entity or an individual, other than an employee, executive officer or director of the Corporation or of an Affiliate, that:
(i) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or an Affiliate, other than services provided in relation to a distribution of the Corporation's securities;
(ii) provides the services under a written contract with the Corporation or an Affiliate;
(iii) spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or an Affiliate; and
(iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual to be knowledgeable about the business and affairs of the Corporation,

and includes, for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner;

(k) "Corporation" means Gabriel Resources Ltd. and any successor thereto;
(l) "Disinterested Shareholder" means a Shareholder who is not an "insider" to whom an Option may be granted under the Plan (including associates of such insiders). For the purposes of this definition, "insider" has the meaning set out under applicable Stock Exchange policies, as may be amended from time to time, and generally includes directors and senior officers of the Corporation and its subsidiaries and/or holders of greater than 10% of the voting securities of the Corporation;
(m) "Eligible Person" means, subject to all applicable laws:
(i) any director, officer, employee or Consultant of the Corporation or any of its Subsidiary Companies; and
(ii) any Personal Holding Company of any of the persons listed in section 1.1(m)(i) above;

who is designated by the Board as a bona fide director, officer, employee or Consultant of the Corporation, as the case may be, and eligible to participate in the Plan;

(n) "Exercise Price" has the meaning given to that term in Section 2.2;

(o) "Expiry Date" has the meaning given to that term in Section 2.3(a)(i);
(p) "Insider" means a reporting insider, as defined in National Instrument 55-104 Insider Reporting Requirements and Exemptions as may be amended from time to time;
(q) "Investor Relations Activities" has the meaning given to that term in Policy 1.1 of the Stock Exchange Corporate Finance Manual which includes any activities, by or on behalf of the Corporation or a Shareholder of the Corporation, that promote or reasonably could be expected to promote the purchase or sale of securities of the Corporation. Persons retained to provide Investor Relations Activities shall include any Consultant that performs Investor Relations Activities and any Director or employee whose role and duties primarily consist of Investor Relations Activities;
(r) "Market Price" means, with respect to any particular date, the higher of the closing price and the volume weighted average trading price of the Common Shares for the five (5) trading days immediately preceding that date, each as reported on the Stock Exchange;
(s) "Option" means an option to purchase Common Shares granted to an Eligible Person pursuant to the terms of the Plan;
(t) "Option Period" has the meaning given to that term in Section 2.3(a);
(u) "Participant" means an Eligible Person to whom Options have been granted and are outstanding;
(v) "Personal Holding Company" means a personal holding corporation that is either wholly owned, or controlled by, a director, executive officer, employee or Consultant of the Corporation or its Affiliates, and the shares of which are held directly or indirectly by any such person or the person's spouse, minor children and/or minor grandchildren;
(w) "Plan" means this incentive stock option plan of the Corporation, as amended from time to time;
(x) "Share Compensation Arrangement" means any stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise, including, without limitation, this Plan;
(y) "Shareholder" means a holder of a Common Share;
(z) "Stock Exchange" means the TSX Venture Exchange, or, if the Common Shares are not listed on the TSX Venture Exchange, any stock exchange on which the Common Shares are listed or traded, as determined by the Board; and
(aa) "Termination Date" means the date on which a Participant ceases to be an Eligible Person.

Words importing the singular number only shall include the plural and vice versa and words importing the masculine shall include the feminine.

This Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

1.2 Purpose

The purpose of the Plan is to advance the interests of the Corporation by (i) providing Eligible Persons with additional incentives, (ii) encouraging stock ownership by such Eligible Persons, (iii) increasing the proprietary interest of Eligible Persons in the success of the Corporation, and (iv) enhancing the Corporation's ability to attract, retain and motivate Eligible Persons.

1.3 Administration

(a) This Plan shall be administered by the Board.
(b) Subject to the terms and conditions set forth herein, the Board is authorized to provide for the granting, exercise and method of exercise of Options, all on such terms (which may vary between Options granted from time to time) as it shall determine. In addition, the Board shall have the authority to: (i) construe and interpret this Plan and all agreements entered into hereunder; (ii) prescribe, amend and rescind rules and regulations relating to this Plan; and (iii) make all other determinations necessary or advisable for the administration of this Plan. All determinations and interpretations made by the Board shall be binding on all Participants and on their legal, personal representatives and beneficiaries.
(c) An Option shall be evidenced by an incentive stock option agreement certificate ("Certificate"), signed on behalf of the Corporation, which Certificate shall be in such form as the Board shall approve from time to time.
(d) No member of the Board will be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of this Plan, any Certificate or any Option issued pursuant to this Plan.

1.4 Shares Subject to the Plan

(a) Subject to Section 1.4(d), the securities that may be acquired by Participants under this Plan shall consist of authorized but unissued Common Shares.
(b) The Corporation shall at all times during the term of this Plan ensure that the number of Common Shares it is authorized to issue shall be sufficient to satisfy the requirements of this Plan.
(c) The maximum number of Common Shares available for issuance under this Plan shall not exceed 10% of the total number of issued and outstanding Common Shares (calculated on a non-diluted basis) from time to time. Provided that such maximum number of Common Shares is not exceeded, following the expiration, cancellation or other termination of any Options under the Plan, a number of Common Shares equal to the number of Options so expired, cancelled or terminated shall automatically become available for issuance in respect of Options that may subsequently be granted under the Plan. Fractional shares will not be issued and will be treated as specified in Section 1.12(d).
(d) If there is a change in the outstanding Common Shares by reason of any stock dividend or split, recapitalization, amalgamation, consolidation, combination or exchange of shares, or other corporate change, the Board shall make, subject to the prior approval of the Stock Exchange if required, appropriate substitution or adjustment in:
(i) the number or kind of Common Shares or other securities available for issuance pursuant to the Plan; and
(ii) the number and kind of Common Shares or other securities subject to unexercised Options theretofore granted and in the Exercise Price of such securities,

without any change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the price for each Common Share covered by the Option; provided, however, that no substitution or adjustment shall obligate the Corporation to issue or sell fractional shares. If the Corporation is reorganized, amalgamated with another corporation or consolidated, the Board shall make such provisions for the protection of the rights of Participants as the Board in its discretion deems appropriate.

1.5 Limits on Issuance

(a) The maximum aggregate number of Options granted to any one Eligible Person in a 12 month period must not exceed 5% of the issued Common Shares of the Corporation, calculated on the date an Option is granted to the Eligible Person.
(b) The maximum aggregate number of Options granted to any one Consultant in a 12 month period must not exceed 2% of the issued Common Shares of the Corporation, calculated on the date an Option is granted to the Consultant.
(c) The maximum aggregate number of Options granted to all Eligible Persons retained to provide Investor Relations Activities must not exceed 2% of the issued Common Shares of the Corporation in any 12 month period, calculated at the date an Option is granted to any such Eligible Person.

1.6 Limits With Respect to Insiders

(a) The maximum number of Common Shares issuable to Insiders and their Associates, at any time, pursuant to the exercise of Options granted under this Plan and any other Share Compensation Arrangement of the Corporation shall not exceed 10% of the then issued and outstanding Common Shares (calculated on a non-diluted basis).
(b) The maximum number of Common Shares which may be issued to Insiders and their Associates, within any one year period, pursuant to the exercise of Options granted under this Plan and any other Share Compensation Arrangement of the Corporation shall not exceed 10% of the then issued and outstanding Common Shares (calculated on a nondiluted basis).
(c) The maximum number of Common Shares which may be issued to any one Insider and its Associates, within a one year period, pursuant to the exercise of Options granted under this Plan and any other Share Compensation Arrangement of the Corporation shall not exceed 5% of the then issued and outstanding Common Shares (calculated on a nondiluted basis).
(d) Any entitlement to acquire Common Shares granted pursuant to the exercise of Options granted under this Plan or any other Share Compensation Arrangement prior to the grantee becoming an Insider shall be excluded for the purposes of the limits set out in 1.6 (a), (b) and (c) above.

1.7 Amendment and Termination

(a) The Board may suspend or terminate the Plan at any time, or from time to time amend or revise the terms of the Plan or of any Option granted under the Plan and any option agreement relating thereto, provided that no such suspension, termination, amendment or revision will be made:
(i) except in compliance with applicable law and with the prior approval, if required, of the Stock Exchange or any other regulatory body having authority over the Corporation, the Plan or the Shareholders; and
(ii) in the case of an amendment or revision, if it would materially adversely affect the rights of any Participant, without the consent of the Participant.
(b) If the Plan is terminated or suspended, the provisions of the Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of termination or suspension will continue in effect as long as any Option or any rights pursuant thereto remain outstanding and, notwithstanding the termination or suspension of the Plan, the Board will remain able to make such amendments to the Plan or the Options as they would have been entitled to make if the Plan were still in effect.
(c) Subject to any applicable rules of the Stock Exchange and to Section 1.7(d), the Board may from time to time, in its absolute discretion and without the approval of Shareholders, make the following amendments to the Plan or any Option:
(i) amend the vesting provisions of the Plan;
(ii) amend the terms of any Options;
(iii) amend the Plan or an Option as necessary to comply with applicable law or the requirements of the Stock Exchange or any other regulatory body having authority over the Corporation, the Plan or the Shareholders;
(iv) any amendment of a "housekeeping" nature, including, without limitation, to clarify the meaning of an existing provision of the Plan, correct or supplement any provision of the Plan that is inconsistent with any other provision of the Plan, correct any grammatical or typographical errors or amend the definitions in the Plan regarding administration of the Plan;
(v) any amendment respecting the administration of the Plan; and
(vi) any other amendment to the Plan or an Option that does not require the approval of Disinterested Shareholders under Section 1.7(d).
(d) Disinterested Shareholder approval is required for the following amendments to the Plan:
(i) any amendment to the definition of Eligible Person set out in Section 1.1(m);
(ii) any increase in the maximum number of Common Shares that may be issuable pursuant to Options granted under the Plan set out in Section 1.4(c) (except any such action taken under Section 1.4(d));
(iii) any amendment to the method for determining the exercise price of the Options;
(iv) any reduction in the Exercise Price of any Option (except any such action taken under Section 1.4(d)), including, in particular, any reduction in the Exercise Price of Options held by Insiders;
(v) any extension of the maximum term of an Option;
(vi) any amendment to the expiry and termination provisions applicable to an Option;
(vii) any amendment to the participation limits set out in Sections Error! Reference source not found.; and 1.6;
(viii) any amendment to the amendment provisions of the Plan set out in this Section 1.7;
(ix) permitting the grant of an Option with Expiry Date of more than 10 years from the grant date; and
(x) any amendment to Section 2.3(b).

1.8 Compliance with Legislation

(a) The Plan, the terms of the issue or grant of, and the exercise of Options hereunder, and the Corporation's obligation to sell and deliver Common Shares upon exercise of Options shall be subject to all applicable federal, provincial and foreign laws, rules and regulations, the rules and regulations of the Stock Exchange and to such approvals by any regulatory or governmental agency as may, in the opinion of counsel to the Corporation, be required. The Corporation shall not be obliged by any provision of the Plan or the grant of any Option hereunder to issue or sell Common Shares in violation of such laws, rules and regulations or any condition of such approvals.
(b) No Option shall be granted and no Common Shares issued or sold hereunder where such grant, issue or sale would require registration of the Plan or of Common Shares under the securities laws of any foreign jurisdiction and any purported grant of any Option or issue or sale of Common Shares hereunder in violation of this provision shall be void.
(c) The Corporation shall have no obligation to issue any Common Shares pursuant to the Plan unless such Common Shares shall have been duly listed, upon official notice of issuance, with the Stock Exchange. Common Shares issued and sold to Participants pursuant to the exercise of Options may be subject to restrictions or limitations on sale or resale under applicable securities laws.
(d) If Common Shares cannot be issued to a Participant upon the exercise of an Option due to legal or regulatory restrictions, the obligation of the Corporation to issue such Common Shares shall terminate and any funds paid to the Corporation in connection with the exercise of such Option will be returned to the applicable Participant as soon as practicable.
(e) Without limiting any other provision of this Section 1.7(d)(x), the Corporation may condition the grant of any Option or the issue or sale of any Common Shares hereunder to any person that is a "U.S. person" as defined in Regulation S under the U.S. Securities Act of 1933, as amended, upon receipt of such representations, warranties and undertakings

from such person as the Corporation may determine to be necessary or convenient for compliance with U.S. laws and U.S. tax requirements, including for example the matters set forth on Schedule "A" to this Plan.

1.9 Effective Date

The Plan shall be effective upon the approval of the Plan by:

(a) the Stock Exchange; and
(b) the Shareholders, given by the affirmative vote of a majority of the votes attached to the Common Shares entitled to vote and be represented and voted at an annual or special meeting of the holders of such Common Shares held in accordance with the rules of the Stock Exchange, among other things, to consider and approve the Plan.

1.10 Proceeds from Exercise of Options

The proceeds from any sale of Common Shares issued upon the exercise of Options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

1.11 Tax Withholdings

The Corporation shall be entitled to withhold from any amount payable to a Participant, either under this Plan or otherwise, such amount as may be necessary so as to ensure that the Corporation is in compliance with the applicable provisions of any federal, provincial or local law relating to the withholding of tax or other required deductions. It is the responsibility of the Participant to complete and file any tax returns which may be required within the periods specified under applicable laws as a result of the Participant's participation in the Plan. The Corporation shall not be responsible for any tax consequences to a Participant as a result of the Participant's participation in the Plan. Notwithstanding the foregoing, no Common Shares will be issued on the exercise of Options until an amount sufficient to cover any applicable withholding taxes payable on the exercise of such Options has been received by the Corporation.

1.12 Miscellaneous

(a) Nothing contained herein shall prevent the Board from adopting other or additional compensation arrangements, subject to any required approval.
(b) Nothing contained in the Plan nor in any Option granted thereunder shall be deemed to give any Participant any interest or title in or to any Common Shares of the Corporation or any rights as a shareholder of the Corporation or any other legal or equitable right against the Corporation whatsoever other than as set forth in the Plan and pursuant to the exercise of any Option.
(c) The Plan does not give any Participant or any employee of the Corporation or any of its Associated Companies, Affiliated Companies, Subsidiary Companies or Controlled Companies the right or obligation to or to continue to serve as a Consultant, director, officer or employee, as the case may be, of the Corporation or any of its Associated Companies, Affiliated Companies, Subsidiary Companies or Controlled Companies.

The awarding of Options to any Eligible Person is a matter to be determined solely in the discretion of the Board. The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of any Common Shares or any other securities in the capital of the Corporation or any of its Subsidiary Companies other than as specifically provided for in the Plan.

(d) No fractional Common Shares shall be issued upon the exercise of Options granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Common Share upon the exercise of an Option, or from an adjustment pursuant to Section 1.4(d), such Participant shall only have the right to purchase the next lowest whole number of Common Shares and no payment or other adjustment will be made with respect to the fractional interest so disregarded.

Section 2 Options

2.1 Grants

(a) Subject to the provisions of the Plan, the Board shall have the authority to determine the limitations, restrictions, terms and conditions, if any, in addition to those set forth in Section 1.3(b) and Section 2.3 hereof, applicable to the exercise of an Option, including, without limitation, the nature and duration of the restrictions, if any, to be imposed upon the sale or other disposition of Common Shares acquired upon exercise of the Option, and the nature of the events, if any, and the duration of the period in which any Participant's rights in respect of Common Shares acquired upon exercise of an Option may be forfeited. An Eligible Person may receive Options on more than one occasion under the Plan and may receive separate Options on any one occasion.
(b) The Board may, in its discretion, select any directors, officers, employees or Consultants of the Corporation or any of its Subsidiary Companies to participate in this Plan.
(c) The Board may from time to time, in its discretion, grant Options to any Eligible Person upon the terms, conditions and limitations set forth herein and such other terms, conditions and limitations permitted by and not inconsistent with this Plan as the Board may determine, provided that Options granted to any Eligible Person shall be approved by the Shareholders or Disinterested Shareholders (as the case may be) if the rules of the Stock Exchange require such approval.

2.2 Exercise Price

An Option may be exercised at a price (the "Exercise Price") that shall be fixed by the Board at the time that the Option is granted, but in no event shall it be less than the Market Price. The Exercise Price shall be subject to adjustment in accordance with the provisions of Section 1.4(c) hereof.

2.3 Exercise of Options

(a) The period during which an Option may be exercised (the "Option Period") shall be determined by the Board at the time the Option is granted, subject to any vesting limitations that may be imposed by the Board in its sole unfettered discretion at the time such Option is granted, provided that:
(i) all Options expire on the date (the "Expiry Date") set out by the Board on the date of the grant and as described in the applicable Certificate, provided that no Option shall be exercisable for a period exceeding ten (10) years from the date the Option is granted;
(ii) the Option Period shall be automatically reduced in accordance with Section 2.3(e) below upon the occurrence of any of the events referred to therein; and
(iii) no Option in respect of which Shareholder or Disinterested Shareholder approval is required under the rules of the Stock Exchange shall be exercisable until such time as such Option has been so approved.
(b) Notwithstanding any other provision of the Plan, if the Expiry Date falls on, or within nine (9) Business Days immediately following, a date upon which such Participant is prohibited from exercising any vested Option due to a black-out period or other trading restriction imposed by the Corporation, then the Expiry Date of such Option shall be automatically extended to the tenth (10th) Business Day following the date the relevant black-out period or other trading restriction imposed by the Corporation is lifted, terminated or removed. The foregoing extension applies to all Options regardless of the date of grant and shall not be considered an extension of the term thereof as otherwise referred to in the Plan.
(c) Notwithstanding any other provision of this Plan, in the event of an actual or potential Change of Control Event, the Board may, in its discretion, without the necessity or requirement for the agreement or consent of any Participant:
(i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Option;
(ii) permit the conditional exercise of any Option, on such terms as it sees fit;
(iii) otherwise amend or modify the terms of the Option, including for greater certainty permitting Participants to exercise any Option, to assist the Participants to tender the underlying Common Shares to, or participate in, the actual or potential Change of Control Event or to obtain the advantage of holding the underlying Common Shares during such Change of Control Event; and
(iv) terminate, following the successful completion of such Change of Control Event, on such terms as it sees fit, the Options not exercised prior to the successful completion of such Change of Control Event. The determination of the Board in respect of any such Change of Control Event shall for the purposes of this Plan be final, conclusive and binding.
(d) Options shall not be transferable or assignable by the Participant otherwise than by will or the laws of descent and distribution, and shall be exercisable during the lifetime of a Participant only by the Participant and after death only by the Participant's legal representative.
(e) Subject to Section 2.3(a) and except as otherwise determined by the Board:
(i) if a Participant ceases to be an Eligible Person for any reason whatsoever other than death, each Option held by the Participant will cease to be exercisable on the earlier of the original Expiry Date and 12 months after the Termination Date. If any portion of an Option is not vested by the Termination Date, that portion of the Option may not under any circumstances be exercised by the Participant. Without limitation, and for greater certainty only, this provision will apply regardless of whether the Participant was dismissed with or without Cause and regardless of whether the Participant received compensation in respect of dismissal or was

entitled to a period of notice of termination which would otherwise have permitted a greater portion of the Option to vest with the Participant; and

(ii) if a Participant dies, the legal representative of the Participant may exercise the Participant's Options on the earlier of the original Expiry Date and within 12 months after the date of the Participant's death, but only to the extent the Options were by their terms exercisable on the date of death.
(f) The Exercise Price of each Common Share purchased under an Option shall be paid in full in cash, by bank draft or certified cheque, or by wire transfer at the time of such exercise, and upon receipt of payment in full, but subject to the terms of the Plan, the number of Common Shares in respect of which the Option is exercised shall be duly issued as fully paid and non-assessable.
(g) Subject to Section 1.11 and any other provisions of this Plan to the contrary, upon the exercise of Options pursuant to this Section, the Corporation shall use its reasonable efforts to forthwith deliver, or cause the registrar and transfer agent of the Common Shares to deliver, to the relevant Participant (or his or her legal or personal representative) or to the order thereof, a certificate representing the number of Common Shares with respect to which Options have been exercised.
(h) Subject to the other provisions of this Plan and any vesting limitations imposed by the Board at the time of grant, Options may be exercised, in whole or in part, at any time or from time to time, by a Participant by written notice given to the Corporation as required by the Board from time to time.

2.4 Notice

Any notice required to be given by this Plan shall be in writing and shall be given by registered mail, postage prepaid, or delivered by courier or by facsimile transmission addressed, if to the Corporation, to the office of the Corporation in London, England, Attention: Corporate Secretary; or, if to a Participant, to such Participant at his address as it appears on the books of the Corporation or in the event of the address of any such Participant not so appearing, then to the last known address of such Participant; or if to any other person, to the last known address of such person.

2.5 Rights of Participants

No person entitled to exercise any Option granted under this Plan shall have any of the rights or privileges of a Shareholder in respect of any Common Shares issuable upon exercise of such Option until such Common Shares have been paid for in full and issued to such person.

2.6 Right to Issue Other Shares

The Corporation shall not by virtue of this Plan be in any way restricted from declaring and paying stock dividends, issuing further Common Shares, varying or amending its share capital or corporate structure or conducting its business in any way whatsoever.

**************

SCHEDULE "A" – U.S. RESIDENTS

U.S. Securities Law Matters.

(1) Restricted Securities. The Participant understands and acknowledges that neither the Option nor the Common Shares have been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), that the Option has been issued to it in reliance on an exemption from the registration requirements of the Securities Act, and that the Option and the Common Shares are, or will be, as applicable, "restricted securities" as defined in Rule 144 under the Securities Act.

(2) Accredited Investor, and Investment Intent. The Participant represents that (a) it is an "accredited investor" within the meaning of Rule 501(a) under the Securities Act and (b) it is acquiring the Option and any Common Shares for investment purposes and not for the purposes of making any distribution of the same.

(3) Restrictions on Exercise. The Participant understands and acknowledges that the Option may be exercised only pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws, and that at the time of any proposed exercise, the Corporation may require an opinion of counsel or other evidence satisfactory to it to the effect that the Common Shares may be issued pursuant to such exercise without registration under the Securities Act or applicable state securities laws.

(4) Resale Restrictions. The Participant understands and acknowledges that notwithstanding anything to the contrary contained in this Plan, the Option and the Common Shares may be offered, sold, pledged or otherwise transferred only (a) to the Corporation; (b) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act and in compliance with applicable Canadian local laws and regulations; or (c) within the United States, in a transaction that exempt from the registration requirements of the Securities Act or any applicable state securities laws. In connection with any proposed sale, pledge or other transfer of the Common Shares, the Corporation may require an opinion of counsel or other evidence satisfactory to it to the effect that the proposed sale, pledge or other transfer may be effected without registration under the Securities Act or applicable state securities laws.

(5) Legend. The Participant understands and acknowledges that upon the original issuance of the Common Shares, and until such time as the same is no longer required under applicable requirements of the Securities Act or state securities laws, the certificates representing the Common Shares, and all certificates issued in exchange therefor or in substitution thereof, may bear a legend with respect to the transfer restrictions set forth above.

AI assistant

Gabriel Resources Ltd. — AGM Information 2021

43912_rns_2021-07-08_7dfefb53-cc18-4558-85f1-4dbf0b556733.pdf

Gabriel Resources Ltd.

LETTER TO SHAREHOLDERS

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

BY ORDER OF THE BOARD OF DIRECTORS

GABRIEL RESOURCES LTD.

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

PART VI – CORPORATE GOVERNANCE STATEMENT

PART VII – ADDITIONAL INFORMATION

BOARD OF DIRECTORS' APPROVAL 62

PART I

GENERAL INFORMATION

GENERAL

In-Person Attendance at Meeting Discouraged in Light of COVID-19 Pandemic

SOLICITATION OF PROXIES

VOTING INSTRUCTIONS

Who may vote?

What is being voted on at the Meeting?

How to Vote

Registered Shareholders

Voting by Proxy

Appointment of Proxies

Exercise of Discretion by Proxies

If you complete and return your form of proxy properly appointing representatives of management as your proxy but do not specify how you wish the votes to be cast, your Shares will be voted as follows:

Non-Registered Shareholders

Non-Objecting Beneficial Owners

Objecting Beneficial Owners

Revocation of a Proxy or Voting Instruction

Further Questions

VOTING SECURITIES

PRINCIPAL HOLDERS OF VOTING SECURITIES

PART II

BUSINESS OF THE MEETING

FINANCIAL STATEMENTS AND AUDITOR'S REPORT

ELECTION OF DIRECTORS

Number of Directors

Dragos Tanase

Management and the Board recommend that shareholders vote FOR the election of the named nominees.

Majority Voting for Directors

APPOINTMENT OF AUDITOR

The Board recommends that shareholders vote FOR the re-appointment of PWC as the Company's auditor.

APPROVAL OF CONTINUATION OF INCENTIVE STOCK OPTION PLAN

Option Plan Resolution

"RESOLVED THAT:

The Board recommends that shareholders vote FOR the continuation of the Option Plan.

OTHER BUSINESS

PART III

NOMINEES FOR ELECTION TO THE BOARD

NOMINEES FOR ELECTION

Anna El-Erian Age: 55

Independent

Areas of experience / expertise:

Securities Held

Non-independent

Areas of experience / expertise:

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES AND SANCTIONS

General

Specific disclosures

PART IV

DIRECTOR COMPENSATION FOR 2020

OBJECTIVES OF DIRECTOR COMPENSATION

DIRECTOR COMPENSATION STRUCTURE

Annual Retainers and Meeting Fees

Non-Executive Directors' Equity Awards

Share-based Awards

Option-based Awards

INDIVIDUAL NON-EXECUTIVE DIRECTOR COMPENSATION

Non-Executive Director Compensation Table

DIRECTORS' INCENTIVE PLAN AWARDS

Incentive Plan Awards - Option-based awards and Share-based awards granted in 2020

Incentive Plan Awards - Outstanding Option-based and Share-based awards

Incentive Plan Awards - Value Vested or Earned during the Year

KEEP Participation

DIRECTORS' SHARE OWNERSHIP REQUIREMENTS

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

PART V

COMPENSATION DISCUSSION AND ANALYSIS

Gabriel Resources Ltd. AGM Information 2021