Gabriel Resources Ltd.

Consolidated Financial Statements

For the year ended December 31, 2024

Independent auditor's report

To the shareholders of
Gabriel Resources Ltd.

Opinion

We have audited the consolidated financial statements of Gabriel Resources Ltd. and its subsidiaries [the "Group"], which comprise the consolidated statements of financial position as at December 31, 2024 and 2023, and the consolidated statements of loss, consolidated statements of comprehensive loss, consolidated statements of changes in shareholders' deficit and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ["IFRSs"].

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 1 in the consolidated financial statements, which describes the adverse Arbitral Decision, Romania's June 2024 decision not to extend the License, the Annulment Proceedings and indicates that the Company has a working capital deficit of $17.4 million and had incurred losses of $10.9 million for the year ended December 31, 2024, and has yet to achieve profitable operations resulting in an accumulated deficit of $1,222.7 million as at December 31, 2024. As stated in note 1, these events and conditions, along with other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matter

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial statements as a whole, and in forming the auditor's opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material uncertainty related to going concern section, we have determined that there are no other key audit matters to communicate in our auditor's report.

Other information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

A member firm of Ernst & Young Global Limited

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

A member firm of Ernst & Young Global Limited

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Ashraf Zineldin.

Errat + Young LLP

Toronto, Canada
April 17, 2025

Chartered Professional Accountants
Licensed Public Accountants

EY
A member firm of Ernst & Young Global Limited

Consolidated Statements of Financial Position

As at December 31

(Expressed in thousands of Canadian dollars)

	December 31 December 31
	Notes	2024	2023
Assets
Current assets
Cash and cash equivalents	8	999	4,611
Other receivables		68	54
Prepaid expenses and supplies	9	1,042	260
Total current assets		2,109	4,925
Non-current assets
Restricted cash	8	71	202
Property and equipment	10	74	76
Total non-current assets		145	278
TOTAL ASSETS		2,254	5,203
Liabilities
Current liabilities
Trade and other payables	11	1,937	1,251
Resettlement liabilities	12	609	567
Arbitral costs order	11	14,805	13,761
Other current liabilities	13	2,198	749
Total current liabilities		19,549	16,328
Non-current liabilities
Deferred arbitration fees	11	4,790	4,382
Total non-current liabilities		4,790	4,382
TOTAL LIABILITIES		24,339	20,710
Deficit
Share capital	15	1,037,384	1,032,948
Other reserves		157,315	157,419
Currency translation adjustment		1,050	1,087
Accumulated deficit		(1,221,673)	(1,210,808)
Accumulated deficit attributable to owners of the parent		(25,924)	(19,354)
Non-controlling interest	16	3,840	3,847
TOTAL DEFICIT		(22,085)	(15,507)
TOTAL DEFICIT AND LIABILITIES		2,254	5,203

Going concern – Note 1

Contingent liabilities – Note 19

Approved by the Board of Directors

(Signed) "Anna El-Erian"

Anna El-Erian

Director

(Signed) "Jeffrey Couch"

Jeffrey Couch

Director

The accompanying notes are an integral part of these consolidated financial statements

Consolidated Statements of Loss

For the years ended December 31

(Expressed in thousands of Canadian dollars, except per share data)

	Notes	2024	2023
Expenses
Corporate, general and administrative	7	10,204	10,718
Arbitral costs order		-	13,761
Interest on arbitral costs order		561	-
Share-based compensation	13	(797)	9
Depreciation		12	11
Operating loss		9,980	24,499
Other (income) / expense
Interest income		(47)	(95)
Doubtful debt expense		147	486
Foreign exchange loss		785	46
Loss for the year		10,865	24,936
Basic and diluted loss per share	20	$0.09	$0.25

Consolidated Statements of Comprehensive Loss

For the years ended December 31

(Expressed in thousands of Canadian dollars)

	2024	2023
Loss for the year	10,865	24,936
Other comprehensive loss
(may recycle to the Consolidated Statement of Loss in future years)
Currency translation adjustment	44	44
Comprehensive loss for the year	10,909	24,980
Comprehensive loss for the year attributable to:
Owners of the parent	10,902	24,974
Non-controlling interest	7	6
Comprehensive loss for the year	10,909	24,980

The accompanying notes are an integral part of these consolidated financial statements

Consolidated Statements of Changes in Shareholders' Deficit

For the years ended December 31
(Expressed in thousands of Canadian dollars)

	Note	2024	2023
Common shares
At January 1		1,032,948	1,021,520
Shares issued in private placement - net of issue costs	15	4,344	6,389
Shares issued on exercise of share options	15	54	-
Shares issued on the redemption of DSUs	15	-	582
Transfer from contributed surplus: exercise of share options	15	38	-
Shares issued on the exercise of warrants	15	-	3,234
Transfer from contributed surplus - exercise of warrants	15	-	1,223
At December 31		1,037,384	1,032,948
Other reserves
At January 1		157,419	158,663
Share-based compensation		(66)	(21)
Exercise of share options		(38)	-
Equity component of warrants exercised		-	(1,223)
At December 31		157,315	157,419
Currency translation adjustment
At January 1		1,087	1,125
Currency translation adjustment		(37)	(38)
At December 31		1,050	1,087
Accumulated deficit
At January 1		(1,210,808)	(1,185,872)
Loss for the year	20	(10,865)	(24,936)
At December 31		(1,221,673)	(1,210,808)
Non-controlling interest
At January 1		3,847	3,853
Currency translation adjustment		(7)	(6)
At December 31		3,840	3,847
Total shareholders' deficit at December 31		(22,085)	(15,507)

The accompanying notes are an integral part of these consolidated financial statements

Consolidated Statements of Cash Flows

For the years ended December 31
(Expressed in thousands of Canadian dollars)

	Notes	2024	2023
Cash flows used in operating activities
Loss for the year		(10,865)	(24,936)
Adjusted for the following non-cash items:
Depreciation		12	11
Share-based (reversal) / compensation	13	(797)	9
Interest on loan receivable		-	(5)
Doubtful debt expense		147	486
Interest on Arbitral costs order		561	-
Foreign exchange loss / (gain)		873	(13)
		(10,069)	(24,448)
Changes in operating working capital:
Increase in trade and other payables		673	125
Arbitral costs order		-	13,761
Decrease in other current liabilities		8	(206)
(Increase) / Decrease in other receivables		(67)	61
(Increase) / Decrease in prepaid expenses and supplies		(782)	145
		(10,238)	(10,562)
Cash flows (used in) / provided by investing activities
Repayment of loan receivable		-	57
Movement in restricted cash		45	(24)
Purchase of property and equipment		(10)	(24)
		35	9
Cash flows provided by financing activities
Proceeds from exercise of share options	15	54	-
Proceeds from exercise of warrants	15	-	3,233
Proceeds from private placement	15	4,403	6,443
Private placement costs	15	(59)	(54)
Proceeds from bridging loan	13	2,175	-
		6,573	9,622
Decrease in cash and cash equivalents		(3,631)	(931)
Effect of foreign exchange on cash and cash equivalents		18	(79)
Cash and cash equivalents - beginning of year		4,611	5,621
Cash and cash equivalents - end of year		999	4,611

The accompanying notes are an integral part of these consolidated financial statements

Notes to the Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

Nature of operations and going concern

Nature of operations

Gabriel Resources Ltd. (“Gabriel” or the “Company”) is a Canadian company whose common shares (“Common Shares”) are listed on the TSX Venture Exchange (“Exchange”).

Gabriel’s activities over many years were focused on permitting and developing the Roșia Montană gold and silver project in Romania (the “Project”). For 25 years the exploitation license for the Project (“License”) was held by Roșia Montană Gold Corporation S.A. (“RMGC”), a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance held by Minvest Roșia Montană S.A. (“Minvest RM”), a Romanian state-owned mining company.

Over US$700 million has been invested to develop the Project and to define two valuable mineral deposits at the Rodu-Frasin (epithermal gold and silver) site and the Tarnița (porphyry copper-gold) site, both within the Bucium area located in the vicinity of Roșia Montană (“Bucium Projects”), in accordance with all applicable laws, regulations, licenses and permits.

On July 21, 2015, Gabriel and its subsidiary company, Gabriel Resources (Jersey) Limited (“Gabriel Jersey”) (together, the “Claimants”), filed a request for arbitration before the World Bank’s International Centre for Settlement of Investment Disputes (“ICSID”) against the Romanian State (“ICSID Arbitration”) seeking compensation for the loss and damage suffered arising from the Romanian State’s treatment of the Claimants’ investments in Romania in violation of certain bilateral investment protection treaties. Since that time, the ICSID Arbitration has been the Company’s core focus.

Key milestones in the ICSID Arbitration have been disclosed in Gabriel’s prior quarterly and annual filings. These consolidated financial statements for the year ended December 31, 2024 (“Financial Statements”) reflect the principal focus of Gabriel and its subsidiary companies (together the “Group”) on the pursuit of the ICSID Arbitration, adjusted as appropriate to reflect the outcome arising from the Arbitral Decision (defined below).

Arbitral Decision

On March 8, 2024, the Claimants and the Romanian State (“Respondent”) (together “Parties”) received a final decision rendered by the presiding arbitral tribunal (“Tribunal”) dismissing, in a two to one majority over the dissent of one of the three arbitrators, the arbitration claims filed against the Romanian State and awarding Romania costs incurred in the proceedings (“Arbitral Decision”).

The Arbitral Decision included a cost order equivalent to approximately US$10 million awarded to Romania to reimburse half its legal fees and expenses in the ICSID Arbitration (“Costs Order”) and the amount payable incurs simple interest from the date of the Arbitral Decision at the 3-month US Treasury rate.

Enforcement of Costs Order by Romania

The Company announced on April 4, 2024, that the Government of Romania had requested the Claimants to settle the Costs Order and noted that they will take action to enforce the same. Subsequently, the Romanian State sought precautionary measures in Romania to impose restrictions on the sale or transfer of the shares held by Gabriel Jersey in RMGC (“RMGC Shares”), pending settlement of the Costs Order (the “Precautionary Seizure”).

The Company believes that the Precautionary Seizure is premature and procedurally flawed. Gabriel Jersey and RMGC have initiated legal actions before the Romanian courts to challenge its enforcement and to seek its annulment.

On July 11, 2024 the Bucharest Court of Appeal rejected Gabriel Jersey’s claim seeking the annulment of the Precautionary Seizure, a decision that is now subject to appeal before the High Court of Cassation and Justice.

Gabriel intends to vigorously pursue these legal challenges to the Precautionary Seizure and will defend its rights and interest in Romania and elsewhere.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

Nature of operations and going concern (continued)

Annulment Application

On July 5, 2024, the Claimants filed an application which sets out the grounds under Article 52 of the ICSID Convention that warrant the annulment of the Arbitral Decision (“Annulment Application”). The Annulment Application requested, amongst other things, that the ICSID Secretary-General provisionally stay the enforcement of the Award (including the Costs Order) until the Ad-hoc Committee had ruled on such request (“Stay of Enforcement”). On July 12, 2024, the Acting Secretary-General of ICSID registered the Annulment Application filed by the Claimants and notified the parties of the provisional Stay of Enforcement.

Appointment of Ad-Hoc Committee

An annulment action is heard and decided by a three-member panel of arbitrators (“Ad-hoc Committee”) appointed by the Chairman of the Administrative Council of ICSID.

On October 8, 2024, an Ad-hoc Committee was appointed by the Chairman of the Administrative Council of ICSID comprising Dr. Eduardo Zuleta (Colombian), President; Prof. Lawrence Boo (Singaporean) and Prof. Dr. Maxi Scherer (German).

Stay of Enforcement

As noted above, ICSID granted a provisional Stay of Enforcement on July 12, 2024.

On October 9, 2024, the Claimants (known for this purpose as “Applicants”) requested the Ad-hoc Committee to continue the Stay of Enforcement until the annulment proceedings prescribed by the ICSID Convention (“Annulment Proceedings”) concluded (the “Stay Request”). The Ad-hoc Committee subsequently decided to maintain the Stay of Enforcement until it had had an opportunity to review the parties’ written submissions on the Stay Request. Following an agreed schedule, the parties submitted their comments on the Stay Request.

On January 21, 2025, the Ad-hoc Committee issued a decision confirming that it would maintain the Stay of Enforcement, conditional upon the Applicants providing security.

On March 7, 2025, the Ad-hoc Committee rejected Gabriel’s proposed security arrangements and directed Gabriel to provide, within 30 days, a guarantee from a bank or demonstrably solvent third party, covering the Costs Order, including accrued interest. The Ad-hoc Committee noted that failure to provide a satisfactory guarantee within this timeframe will result in the automatic revocation of the Stay of Enforcement. The Applicant’s subsequent request for a 30-day extension to provide the guarantee was partially granted, with the Ad-hoc Committee affording 15 days from the original April 7, 2025, deadline to secure a third-party bank guarantee for the full amount of the Costs Order in accordance with its directions. The provision of the guarantee is not a condition for pursuing the Annulment Application.

Following any revocation of the Stay of Enforcement, further enforcement measures by Romania concerning the Cost Award are possible, and no assurance can be provided that these measures against the Group’s assets will not have an adverse impact on the Company's financial condition and operations.

First Session of the Committee and Procedural Calendar

On February 3, 2025, the Ad-hoc Committee held its first session with the parties by video-conference (the “First Session”). The focus of the First Session was to discuss certain procedural matters that will govern the Annulment Proceedings including a draft procedural calendar.

On February 11, 2025, the Ad-hoc Committee issued Procedural Order No. 1 (“PO1”) establishing, amongst other things, a procedural calendar for the Annulment proceedings, including specific dates for the filing of submissions by the parties (the “Procedural Calendar”). Pursuant to the Procedural Calendar, it is contemplated that the parties' principal written submissions will be filed throughout 2025, culminating in a two-day hearing in late January 2026.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

Nature of operations and going concern (continued)

The Procedural Calendar (as amended) sets the following key dates:

Applicants’ Memorial on Annulment: April 3, 2025.
Romania’s Counter-Memorial on Annulment: July 7, 2025.
Applicants’ Reply on Annulment: September 1, 2025.
Romania’s Rejoinder on Annulment: November 3, 2025.
Hearing on the Annulment: January 22-23, 2026 (with January 24, 2026 reserved).

On April 3, 2025, the Applicants submitted a Memorial on Annulment in accordance with the Procedural Calendar.

All Procedural Orders of the Ad-hoc Committee, as well as the parties’ principal submissions will be published on the ICSID website. The Annulment Application and PO1 have been published on the ICSID website (https://icsid.worldbank.org/).

The Annulment Proceedings are not an appeal of the merits of the Arbitral Decision, but a procedure which would, if successful, extinguish the Arbitral Decision, including the Costs Order.

There can be no assurances that the Annulment Proceedings will result in a positive outcome for the Company or advance in a customary or predictable manner or be completed or settled within any specific or reasonable period of time. The resources necessary in pursuing such process are substantial and the costs, fees and other expenses and commitments payable therewith may differ materially from Management’s expectations.

Rejection of Request for Extension of the Roșia Montană Exploitation License

In March 2024, RMGC submitted an application to the Romanian National Agency for Mineral Resources (“NAMR”) for extension of the term of the License for an additional five years (“License Extension Application”).

On June 20, 2024, RMGC was notified that the NAMR had rejected its License Extension Application (“NAMR Decision”).

On July 22, 2024, RMGC formally challenged the NAMR Decision by filing an administrative complaint with both NAMR and the Romanian Government. On August 22, 2024, NAMR, now rebranded as the National Regulatory Authority for Mining, Petroleum and Geological Storage of Carbon Dioxide, issued a decision rejecting the complaint as unfounded.

The Company strongly believes that the justifications provided by NAMR are pretextual and as a result, Gabriel and RMGC have initiated litigation to defend and reinstate their legal rights.

Going concern

On November 29, 2024, Gabriel announced it has entered into definitive agreements with certain shareholders in connection with short-term unsecured loans to provide an aggregate of US$1.5 million of funding (“Loans”) as a pre-cursor to a future financing from which proceeds of the Loans would be repaid.

As at December 31, 2024, the Company has a working capital deficit of $17.4 million and had incurred losses of $10.9 million for the year ended December 31, 2024, and has yet to achieve profitable operations resulting in an accumulated deficit of $1,221.7 million as at December 31, 2024.

The Financial Statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its normal course of operations for the foreseeable future.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

Nature of operations and going concern (continued)

On February 19, 2025, the Company announced a private placement of up to 114,152,000 units (each, a “Unit”) for a price of C$0.05 per Unit, for total proceeds of up to US$4 million (approximately $5.7 million) (the “Offering”), of which, after the settlement of Loans described above, the Company anticipated receiving approximately US$2.46 million in net proceeds. Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”), one Common Share purchase warrant (each, a “Warrant”) and one contingent value right (each, a “CVR”). The CVRs entitle holders to a pro rata share of up to 65% of any future arbitral award proceeds, subject to a maximum aggregate CVR entitlement of $1.689 billion.

In connection with the Offering, the Company entered into binding subscription agreements, on a non-brokered basis, with certain existing institutional and accredited investors, representing, in aggregate, expected subscription proceeds of US$3 million. An aggregate of up to US$1 million may be issued on a brokered or non-brokered basis to certain eligible investors.

The Company also entered into shares-for-debt settlement agreements with the lenders of the Loans (collectively, the “Lenders”) to issue, as part of the Offering, an aggregate of 43,946,956 Units to the Lenders in full and final settlement of US$1.54 million in outstanding indebtedness (including principal and accrued and unpaid interest) related to the Loans (the “Debt Settlement”).

On March 6, 2025, the Company announced that it had completed an initial closing (the “Initial Closing”) of the Offering, pursuant to which, the Company issued a total of 65,637,400 Units for aggregate gross proceeds of US$2.3 million (approximately $3.3 million), of which a total of 29,297,971 Units were issued to certain of the Lenders in full and final settlement of US$1.03 million of outstanding indebtedness (including principal and interest) related to the Loans.

On the same date, the Company also announced it had entered into additional binding subscription agreements with certain eligible investors to acquire a total of 28,538,000 Units for aggregate subscription proceeds of US$1 million and, accordingly, full subscription of the US$4 million Offering. The Company intended to complete additional closings of the Offering during the course of March 2025 dependent on the TSXV approval of the Personal Information Forms (“PIFs”) of an institutional and accredited investor, which PIFs have been submitted to the Exchange.

On April 7, 2025, the Company announced a second closing of the Offering where the Company issued a total of 19,976,600 Units for aggregate gross proceeds of US$0.7 million (approximately C$1 million). In addition, Gabriel noted that the subscription funds for the closing of the final tranche of the Offering had been committed and received by the Company to be held in escrow, pending the Exchange’s review of the PIFs.

There can be no assurance, however, that the Offering will close as contemplated or at all.

Gabriel continues to manage its cash resources and its current and future financial obligations carefully and will use the proceeds from the most recent financing to repay the Loans, to fund the ongoing costs of the Annulment Proceedings and for general working capital requirements.

Excluding the Costs Order and amounts set aside for Annulment-related legal fees, on the basis of the Company’s balance of cash and cash equivalents as at December 31, 2024, and taking into account (i) the proceeds from the fully subscribed Offering; and (ii) a fee agreement in respect of the deferral of payment of certain ICSID Arbitration costs, the Company believes that it has sufficient cash necessary to fund general working capital requirements together with other material estimated costs associated with the Company advancing the Annulment Proceedings through to June 2025.

Accordingly, Gabriel will need to secure further funding in order to pursue the Annulment Proceedings and for general working capital purposes.

The adverse Arbitral Decision, combined with Romania’s June 2024 decision not to extend the License, and the potential for the Ad-hoc Committee to revoke the Stay of Enforcement, have significantly increased the uncertainty surrounding the Company’s ability to secure funding, and have made more onerous the terms of such funding for both the Annulment Proceedings and the continuation of Gabriel’s significantly curtailed operations.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

Nature of operations and going concern (continued)

Notwithstanding the Company’s recent and historical funding, there can be no assurance that sufficient additional financing will be available to the Company at any time or, if available, that it can be obtained on terms and timing satisfactory to the needs of the Company.

These events and conditions indicate material uncertainty exists that may cast significant doubt about the Company’s ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

The Financial Statements do not reflect the adjustments to the carrying values of assets or liabilities and the reported expenses and consolidated statement of financial position classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Such adjustments could be material.

Registered office

The Company’s registered address is Suite 200 – 204 Lambert Street, Whitehorse, Yukon, Canada Y1A 1Z4. The Company receives management services from its wholly owned subsidiary, RM Gold (Services) Ltd.. The Company is the ultimate parent of the Group and does not have any controlling shareholders.

Statement of compliance

The Group has prepared its Financial Statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Subsequent to December 31, 2024, the Company completed the Share Consolidation (see Note 23). The Financial Statements have been retrospectively adjusted to reflect the Share Consolidation, including the loss per share, number of common shares, options, DSUs and issuance and exercise prices of options, DSUs and warrants as appropriate.

The Financial Statements were approved by the Board of Directors on April 17, 2025.

Basis of preparation

The Financial Statements are prepared according to the historical cost convention, as modified by the revaluation of financial assets and liabilities at fair value through profit or loss.

The accounting policies applied in the presentation of the Financial Statements have been consistently applied to all the years presented, unless otherwise stated.

Basis of consolidation

The Financial Statements include the accounts of the Company and the following subsidiaries, which are or were part of the Group during the year ended December 31, 2024:

Entity name	Group ownership	Place of incorporation	Functional currency
Gabriel Resources (Barbados) Ltd,	100%	Barbados	Canadian dollar
Gabriel Resources (Netherlands) B.V.	100%	Netherlands	Canadian dollar
Gabriel Resources (Jersey) Ltd.	100%	Jersey	Canadian dollar
RM Gold (Services) Ltd.	100%	UK	UK pound sterling
Roșia Montană Gold Corporation S.A.	80.69%	Romania	Romanian leu

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

4. Basis of consolidation (continued)

The Financial Statements incorporate the Financial Statements of the Company and entities controlled by the Company. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Loans made by the Company to enable entities with non-controlling interests to acquire their shareholding in RMGC are deemed to be part of the net investment in the subsidiary and are accordingly set off against non-controlling interest balances upon consolidation. See also Note 16.

5. Critical accounting estimates, risks and uncertainties

The preparation of Financial Statements in conformity with IFRS requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities, if any, at the date of the Financial Statements and the reported amounts of expenses and other income for the year. These estimates and assumptions are based on Management’s knowledge of the relevant facts and awareness of circumstances, having regard to prior experience and information as available at the Consolidated Statement of Financial Position date. Actual results could differ from those estimates and assumptions. Significant items subject to such estimates and assumptions include depreciation, impairment, provisions, stock-based compensation, forecasted cash flows and fair value of financial instruments.

6. Material accounting policies

Cash and cash equivalents

Cash and cash equivalents comprise readily available cash at banks and cash on hand.

Property and equipment

Property and equipment are recorded at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably.

The depreciation rates for each asset class are as follows:

Asset Class	Depreciation method
Vehicles	5 years, straight-line basis
Office equipment	2 - 5 years, straight-line basis
Leasehold improvements	Lesser of life of asset or lease term

Where parts (components) of an item of property and equipment have different useful lives or for which different depreciation rates would be appropriate, they are accounted for as separate items of property and equipment.

Impairment of non-financial assets

Non-financial assets to be held and used by the Group are reviewed for indicators of impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Non-financial assets that are not yet available for use, are assessed for indicators of impairment at the end of each reporting period. An impairment loss is recognized in losses for the year for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use, which is the present value of the future cash flows expected to be derived from an asset.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

6. Material accounting policies (continued)

Impairment losses for non-financial assets or cash-generating units are reversed if evidence exists of an indicator of that reversal, and there has been a consequent change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal of previously recognized impairment losses is limited to the original carrying value of the asset less any amortization, which would have accrued since the last impairment loss was recognized.

Provisions

Provisions for environmental restoration, restructuring costs and legal claims would be recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.

The Company believes that RMGC has satisfied its obligations under the License and applicable Romanian laws to perform environmental rehabilitation within the areas of the tenement affected by its exploration activities. Accordingly, at December 31, 2024, the Group has not incurred and is not deemed to have committed to any provisions under its accounting policies for environmental restoration related to the development of its mineral properties in Romania.

Foreign currency translation

(a) Functional and presentation currency

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is the Canadian dollar. The functional currency of each of the Company’s subsidiaries is listed in Note 4. The Financial Statements are presented in Canadian dollars, which is the Group’s presentation currency.

(b) Transactions and balances

Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in effect as at the Consolidated Statement of Financial Position date. Non-monetary assets and liabilities, expenses and other income arising from foreign currency transactions are translated at the exchange rate in effect at the date of the transaction. Exchange gains or losses arising from the translation are included in the determination of losses in the current year.

(c) Group companies

The results and financial position of all entities in the Group that have a functional currency different from the Group’s presentation currency are translated into the Group’s presentation currency as follows:

Assets and liabilities for each Consolidated Statement of Financial Position presented are translated at the closing rate at the date of that Consolidated Statement of Financial Position;
Equity transactions are translated at the historical exchange rate;
Income and expenses for each income statement are translated at the exchange rate in effect on the date of the transaction (or at average exchange rates for the reporting period); and
All resulting exchange differences are recognized in other comprehensive loss and accumulated as a separate component of equity as a currency translation adjustment.

Financial instruments

At initial recognition, the Company measures a financial asset at fair value through profit or loss or is classified based on the business model for managing the financial assets and the contractual terms of the cash flows as financial assets at (i) amortized cost; or (ii) fair value through profit or loss.

The Company classifies and provides for financial assets as follows:

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

6. Material accounting policies (continued)

Financial assets at fair value through profit or loss include principally the Company's cash and cash equivalents and restricted cash. A financial asset is classified in this category if it does not meet the criteria for amortized cost or fair value through other comprehensive income, or is a derivative instrument not designated for hedging. Gains and losses arising from changes in fair value are presented in the Consolidated Statement of Loss in the period in which they arise.

Financial assets at amortized cost are financial assets with the objective to hold assets in order to collect contractual cash flows, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. This includes the Company's other receivables and loan receivable and they are measured at amortized cost using the effective interest method.

At each Consolidated Statement of Financial Position date the Company assesses the expected credit losses associated with its financial assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk since initial recognition, in which case the allowance for credit losses is estimated based on the lifetime expected credit loss. The amount of the allowance is the difference between the receivable's gross carrying amount and the estimated future cash flows. Credit losses and subsequent recoveries are recognized in the Consolidated Statement of Loss.

Financial liabilities at amortized cost are measured at amortized cost using the effective interest method, unless they are required to be measured at fair value through profit or loss, or the Company has opted to measure them at fair value through profit or loss. Financial liabilities include trade and other payables.

The Company derecognizes:

Financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership. Gains and losses on derecognition are generally recognized in the Consolidated Statement of Loss.

Financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expelled. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the Consolidated Statement of Loss.

Loss per share

Loss per share is calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of Common Shares issued and outstanding. The Company has an incentive stock option plan (the "Option Plan"), which authorizes the Board of Directors to grant incentive stock options to purchase Common Shares ("Share Options") to directors, officers, employees and consultants. Diluted per share amounts are calculated using the treasury stock method whereby proceeds deemed to be received on the exercise of Share Options and warrants in the per share calculation are assumed to be used to acquire Common Shares. Share Options not in-the-money at the time of calculation are deemed non-dilutive. Whilst the Group is in a loss position, the effect of potential issuances of shares under Share Options and warrants would be anti-dilutive, and this has not been considered in the loss per share calculation.

Share based payments

The Company provides equity and cash settled share-based compensation plans for the remuneration of its directors, officers, employees and consultants. The fair value of the instruments granted is measured using a Black-Scholes model, taking into account the terms and conditions upon which the instruments are granted. The fair value of the awards is adjusted by the estimate of the number of awards that are expected to vest as a result of non-market conditions and is expensed over the vesting period using the graded vesting method of amortization. At the end of each reporting period, the Company reviews its estimates of the number of instruments granted that are expected to vest based on the non-market vesting conditions including the impact of the revision to original estimates, if any, with corresponding adjustments to equity.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

6. Material accounting policies (continued)

Share-based compensation relating to Share Options is charged to the Consolidated Statement of Loss and Consolidated Statement of Comprehensive Loss, with corresponding adjustments to equity in the Consolidated Statement of Financial Position over the vesting periods.

The Company has a Deferred Share Unit Plan under which qualifying participants may receive certain compensation in the form of deferred share units (“DSUs”) in lieu of cash. On retirement or departure from the Company, participants may, at their discretion, redeem their DSUs for Common Shares, cash, or a combination of Common Shares and cash. If the holder elects to settle the DSU in Common Shares, then the Company, at its sole discretion, can elect to pay the amount in Common Shares either purchased in the open market or issued from treasury. If the holder elects to settle the DSU in cash then the Company, at its sole discretion, can elect to pay the amount in Common Shares.

The Company also has a Restricted Share Unit Plan under which qualifying participants may receive a portion of their compensation in the form of restricted share units (“RSUs”). Upon vesting, participants may, at their discretion, redeem their RSUs for Common Shares, cash, or a combination of Common Shares and cash.

Share-based compensation relating to DSUs and RSUs is calculated based on the quoted market value of the Common Shares and charged to the Consolidated Statement of Loss and Consolidated Statement of Comprehensive Loss. The compensation cost and liability are adjusted each reporting period for changes in the underlying share price.

Income taxes

The current income tax charge is calculated on the basis of the tax rates and the tax laws enacted or substantively enacted at the reporting date, plus any adjustment to taxes payable in respect of previous years.

Deferred income taxes are recognized in respect of temporary differences arising between the financial reporting and tax basis of assets and liabilities and are measured using the substantively enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred income tax assets are recognized only to the extent that it is probable the assets will be realized in the foreseeable future.

Deferred tax assets and liabilities, when recognized, are presented as non-current in the Consolidated Statement of Financial Position.

Accounting standards and amendments

A number of amended standards became effective from January 1, 2024. The Company was not required to change the accounting policies or make retrospective adjustments in adopting these standards. The accounting policies applied in the Financial Statements are the same as those applied in the 2023 Financial Statements and have been consistently applied to all the years presented. In April 2024, the IASB issued IFRS 18, Presentation and Disclosure of Financial Statements (“IFRS 18”) which replaces IAS 1, Presentation of Financial Statements (“IAS 1”) and introduces new requirements on presentation within the statement of income or loss. In addition, narrow scope amendments have been made to IAS 7, Statement of Cash Flows. Some requirements previously included in IAS 1 have been moved to IAS 8, which has also been renamed to IAS 8, Basis of Preparation of Financial Statements. IAS 34, Interim Financial Reporting was also amended to require the disclosure of management-defined performance measures. Minor consequential amendments to other standards were also made. The amendments are effective for reporting periods beginning on or after January 1, 2027. Earlier application is permitted. In due course the Company will assess the potential impact of IFRS 18 and the narrow scope amendments.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

6. Material accounting policies (continued)

In May 2024, the IASB issued narrow-scope amendments to the classification and measurement requirements in IFRS 9, Financial Instruments, and disclosures in IFRS 7, Financial Instruments: Disclosures. The amendments clarify the classification of financial assets with environmental, social and corporate governance linked features, and other similar contingent features, including how to assess the contractual cash flow characteristics. The amendments also provide clarification that the derecognition date for a financial asset or financial liability settled through electronic payment systems should be the settlement date. Furthermore, for financial liabilities settled, in full or in part, in cash using an electronic payment system, an entity is permitted to make an accounting policy election to derecognize the liability before settlement date if certain conditions are met. In addition, the IASB introduced additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Earlier adoption is permitted for certain amendments. The Company is currently assessing the potential impact of the narrow scope amendments.

7. Corporate, general and administrative expenses

in thousands of Canadian dollars	December 31	December 31
	2024	2023
ICSID Arbitration-related costs	2,406	2,724
Payroll	3,702	3,478
Finance, audit, accounting and compliance	1,551	1,478
Property taxes	665	740
Legal	470	319
Information technology	281	273
Project obligations and community relations*	428	637
Travel and transportation*	198	438
Office rental and utilities	123	194
External communications	14	32
Other	366	405
Corporate, general and administrative expenses	10,204	10,718

*Included in these balances are expenses incurred with related parties (see Note 14 for detail).

8. Cash and cash equivalents and restricted cash

As at	December 31	December 31
	2024	2023
Cash and cash equivalents	999	4,611
Restricted cash	71	202
	1,070	4,813

Cash at bank and on hand earns interest at floating rates based on daily bank deposit rates. Cash is readily accessible and is deposited at reputable financial institutions with acceptable credit standings.

The Group manages its domestic Romanian bank credit risk by centralizing custody, control and management of its surplus cash resources generated outside of Romania and only transferring money from its corporate office to its Romanian subsidiary based on near term cash requirements, thereby mitigating exposure to domestic Romanian banks. At December 31, 2024, the Group held $0.1 million in unrestricted cash and cash equivalents in Romanian banks (December 31, 2023: $0.2 million).

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

8. Cash and cash equivalents and restricted cash (continued)

Cash balances are held in the following currencies:

	December 31	December 31
	2024	2023
Canadian dollar	42	3,725
United States dollar	743	429
UK pound sterling	153	302
Romanian leu	61	155
Romanian leu (restricted cash)	71	202
	1,070	4,813

9. Prepaid expenses and supplies

As at	December 31	December 31
	2024	2023
ICSID Arbitration-related costs	950	-
Corporate insurance	75	71
Mining tax	-	160
Other	17	29
	1,042	260

10. Property and equipment

Property and equipment consists of office equipment, vehicles and right-of-use assets with a carrying value of $0.1 million (December 31, 2023: $0.1 million).

11. Trade payables and other liabilities

Short term

As at	December 31	December 31
	2024	2023
Trade payables	450	207
Payroll liabilities	781	416
Accruals and other payables	706	628
Arbitral costs order	14,805	13,761
	16,742	15,012

Accruals and other payables principally reflect the levels of work performed in relation to the ICSID Arbitration leading up to the Consolidated Statement of Financial Position dates and the related accrued costs, including advancement of pre and post arbitration award strategic initiatives.

Gabriel has recognized the principal amount of the Costs Order at rates of exchange as at December 31, 2024 and including the simple interest applicable from the date of the Arbitral Decision at the 3-month US Treasury rate (effective interest rate 5.24%).

Long term

As at December 31, 2024, $4.8 million (December 31, 2023: $4.4 million) is due under a fee agreement in respect of certain ICSID Arbitration costs incurred before the Arbitral Decision, with payment deferred until six months after such award. Subsequently this deferral has been further extended such that no amount in this regard will be repayable until up to 90 days after the conclusion of the annulment process instituted by the Company.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

11. Trade payables and other liabilities (continued)

Trade and other payables, arbitration costs order and deferred arbitration fee liabilities are incurred in the following currencies:

As at	December 31	December 31
	2024	2023
UK pound sterling	571	168
Canadian dollar	470	261
United States dollar	9,099	7,684
Euro	1,737	1,710
Romanian leu	9,656	9,571
	21,532	19,394

12. Resettlement liabilities

RMGC previously had a program for purchasing homes in the Project area. Under the resettlement program, residents were offered two choices; either to take the sale proceeds and move to a new location of their choosing or exchange their properties for a new property to be built by RMGC at a new resettlement site. For those residents who chose the new resettlement site alternative, the Company recorded a resettlement liability for the anticipated construction costs of the resettlement houses. The resettlement liability balance at December 31, 2024 was $0.6 million (December 31, 2023: $0.6 million).

13. Other current liabilities

As at	December 31 December 31
	2024	2023
Short-term loans	2,180	-
Deferred share units	18	749
	2,198	749

Short-term loans

As noted above, on November 29, 2024, Gabriel received $2.2 million (US$1.5 million) from certain shareholders as Loans.

The Loans ranked senior to any unsecured indebtedness of the Company, bearing interest at a rate of 12% per annum and were to mature on the earlier of: (i) the first anniversary of the date of the Loans; (ii) the date falling five business days following the completion of a private placement of securities; or (iii) upon the occurrence of an Event of Default (as such terms was defined in the Loan agreements). It was anticipated that the Loans will be repaid from the proceeds of a proposed financing in which Gabriel may seek up to US$4 million from investors.

As noted above, part of the Loans were repaid in the Initial Closing of the Offering announced on March 6, 2025.

Deferred share units

	DSUs (000's)	Average price per common share (dollars)	Value ($000)
Balance - December 31, 2022	471	3.20	1,507
Redeemed	(286)	-	(787)
Change in fair value	-	-	29
Balance - December 31, 2023	185	4.05	749
Change in fair value	-	-	(731)
Balance - December 31, 2024	185	0.10	18

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

13. Other current liabilities (continued)

The Company has a DSU plan under which qualifying participants receive certain compensation in the form of DSUs. From July 1, 2016 until March 31, 2022, certain Company non-executive directors elected to receive up to 100% of their director fees payable in DSUs. From April 1, 2022, this arrangement was discontinued.

In July 2023, 2.1 million DSUs were redeemed for shares and 0.7 million DSUs were redeemed for cash following the resignation of the holders from the boards of two of the Group’s subsidiary companies.

As at December 31, 2024, the Company’s share price has decreased to $0.015 from $0.405 at December 31, 2023 and, accordingly, a fair value decrease of $0.7 million has been recorded as a reduction in the DSU liability.

14. Related party transactions

The Group had related party transactions with associated persons or corporations, which were undertaken in the normal course of operations as follows:

(a) In July 2015, the Company entered into a services agreement with SC Total Business Land SRL (“TBL”), a Romanian entity controlled by current and former employees of RMGC, including the current CEO of Gabriel. TBL was set up after Gabriel entered into the ICSID Arbitration with a business purpose to provide specialized services to the Romanian market – for example archaeology, land planning and surveying, permitting, environmental assessment and digital services. The incorporation of TBL enabled the Gabriel group to significantly reduce its cost base whilst maintaining compliance with its License obligations.

The services agreement with TBL is terminable by each party with 30 days’ notice and is for the provision of certain manpower to RMGC, primarily to conduct real estate maintenance on RMGC owned land and buildings, preservation of historical buildings, underground works, document management and other administration work. For the year ended December 31, 2024, such charges amounted to less than $0.1 million (December 31, 2023: $0.2 million).

(b) In December 2015, RMGC entered into an agreement with TBL to lease office space in Alba Iulia for a fixed rate, this agreement was terminated in May 2024. In March 2020, RMGC entered into a further agreement with TBL to sub-let office space in Bucharest and to recharge applicable rent and utilities costs. The agreement was terminated in November 2023. Both parties entered into a further agreement for the sub-lease of office space and to recharge applicable rent and utilities costs in Bucharest in April 2024.

For the year ended December 31, 2024, such recharges by RMGC amounted to less than $0.1 million (December 2023: $0.1 million).

(c) In June 2018, the Company entered into a facility agreement with TBL pursuant to which it agreed to lend $0.9 million to TBL. The loan is repayable in 2028, 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 favor of the Company by the principals of TBL. By February 2019, TBL had drawn down the entire $0.9 million facility. 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. Partial payments of principal on the loan were received in 2019, 2020, 2021, 2022 and 2023. In April 2024, TBL entered into voluntary administration and the Company has provided against the receivable. The balance of the loan at December 31, 2024 was $nil (December 31, 2023: $nil).

(d) In August 2018, TBL entered into a lease agreement with RMGC for a number of vehicles owned by TBL to be used by RMGC in its operations. The agreement was amended in October 2020 to decrease the number of vehicles in line with the severance of certain RMGC employees. The agreement also provides the recharge of tax, insurance and maintenance-related costs incurred by TBL to RMGC. The term of the lease is 12 months. For the year ended December 31, 2024, the charges were less than $0.1 million (December 31, 2023: $0.1 million).

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

14. Related party transactions (continued)

In the following table “Key Management” represents all non-executive directors and executive officers of the Company. The compensation paid or payable to Key Management is as follows:

	December 31
	2024	2023
Salaries and other short-term employee benefits(1)(2)	1,820	1,181
Directors' fees(2)	350	330
Total	2,170	1,511

(1) Salaries and other benefits reflect compensation due and payable for the time period those personnel held a position of director or officer during each year. Consequently, changes in such personnel may affect the comparator.
(2) Officers and Directors salaries are net of a 20% deferral, as described fully in Note 19.

15. Share capital

Authorized:

Unlimited number of Common Shares without par value.

Unlimited number of preferred shares, issuable in series, without par value (none outstanding).

Issued:

On June 29, 2022, the Company announced it had completed closing of a non-brokered private placement of 33,105,117 Common Shares at a price of $0.215 per Common Share to raise gross proceeds of US$5.6 million, approximately $7.1 million.

On June 8, 2023, the Company announced it had completed closing of a non-brokered private placement of 24,782,212 Common Shares at a price of $0.26 per Common Share to raise gross proceeds of US$4.75 million, approximately $6.4 million.

In July 2023 2,155,802 DSUs were redeemed for shares and 702,345 DSUs were redeemed for cash following the resignation of the holders from the boards of two of the Group’s subsidiary companies. In December 2023, 8,290,200 Warrants to purchase Common Shares at a price of $0.39 per share were exercised for cash. The Company received an aggregate consideration of approximately $3.23 million in respect of those Warrants. In addition, 2,823,987 Warrants were exercised on a “Net Exercise” basis and Gabriel issued a further 167,348 Common Shares to settle those Warrants. In aggregate, 8,457,548 Common Shares were issued to settle 11,114,187 Warrants.

On May 17, 2024, the Company announced it had completed closing of an initial tranche of a non-brokered private placement, issuing 220,122,500 Common Shares at a price of $0.02 per Common Share to raise gross proceeds of US$3.25 million, approximately $4.4 million.

Subsequent to December 31, 2024, the Company completed the Consolidation (see Note 23). The Financial Statements have been retrospectively adjusted to reflect the Consolidation, including the loss per share, number of common shares, warrants, options, DSUs and issuance and exercise prices of options, DSUs and warrants as appropriate.

	Number of shares (000's)	Amount¹
Balance - December 31, 2022	100,065	1,021,520
Shares issued in private placement	2,478	6,389
Shares issued on the redemption of DSUs	209	582
Shares issued on the exercise of warrants	846	3,234
Transfer from contributed surplus - exercise of warrants	-	1,223
Balance - December 31, 2023	103,598	1,032,948
Shares issued on the exercise of share options	20	54
Transfer from contributed surplus - exercise of share options	-	38
Shares issued in private placement	22,012	4,344
Balance - December 31, 2024	125,630	1,037,384

¹ Amounts in this column refer to amounts net of issue costs

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

15. Share capital (continued)

Common Share purchase warrants

All remaining Common Share purchase warrants expired in the year ended December 31, 2024. Movements in the number and exercise price of Warrants were as follows:

	Number of warrants (‘000)	Weighted average exercise price (dollars)
Balance - December 31, 2022	20,082	5.45
Warrants cancelled/forfeited	(266)	3.90
Warrants expired	(8,225)	4.88
Warrants exercised	(846)	3.90
Balance - December 31, 2023	10,745	6.08
Warrants expired	(10,745)	6.08
Balance - December 31, 2024	-	-

Share Options

The maximum number of Common Shares issuable under the Option Plan, post Consolidation, is fixed at 5,977,800. The estimated fair value Share Options is amortized using graded vesting over the period in which the Share Options vest. For those Share Options that vest on a single date, either on issuance or on achievement of milestones, the fair value of these Share Options is amortized using graded vesting over the anticipated vesting period.

Range of exercise prices (dollars)	Outstanding			Exercisable
	Number of options (thousands)	Weighted average exercise price (dollars)	Weighted average remaining contractual life (years)	Number of options (thousands)	Weighted average exercise price (dollars)	Weighted average remaining contractual life (years)
1.95 - 3.00	195	2.52	6.3	195	2.52	6.3
3.10 - 4.00	1,117	3.59	3.0	1,117	3.59	3.0
4.10 - 5.00	943	4.49	3.9	943	4.49	3.9
5.10 - 6.50	8	6.50	1.6	8	6.50	1.6
	2,263	3.88	3.7	2,263	3.88	3.7

Certain Share Option grants have performance vesting conditions. The fair value of these Share Options that vest upon achievement of milestones will be recognized and expensed over the estimated vesting period of these Share Options. Adjustments resulting from the recalculation of the estimated vesting periods are recorded in the Consolidated Statement of Loss.

During the year ended December 31, 2024, and December 31, 2023, no Share Options were granted. During March and May 2024, pre Consolidation, a further 4.2 million Share Options exercisable at an average of $0.39 expired and 0.2 million were exercised at an average of $0.27. At December 31, 2024, the fair value of Share Options to be expensed is $nil (December 31, 2023: less than $0.1 million). Movements in the number and exercise price of director, officer, employee and consultant Share Options were:

	Number of options (‘000)	Weighted average exercise price (dollars)
Balance - December 31, 2022	3,342	4.49
Options expired	(141)	3.94
Balance - December 31, 2023	3,201	4.51
Options expired	(879)	6.17
Options forfeited	(39)	4.00
Options exercised	(20)	2.71
Balance - December 31, 2024	2,263	3.89

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

16. Non-controlling interest

| | Rosia Montanà
Gold Corporation
S.A. |
| --- | --- |
| Balance - December 31, 2022 | 3,853 |
| Currency translation adjustment | (6) |
| Balance - December 31, 2023 | 3,847 |
| Currency translation adjustment | (7) |
| Balance - December 31, 2024 | 3,840 |

The Company has historically advanced loans totalling US$39.5 million to Minvest RM, the non-controlling shareholder of RMGC, to facilitate mandatory statutory share capital increases in RMGC in accordance with Romanian company law rules on capitalization. These loans, which remain outstanding at December 31, 2024, are non-interest bearing and according to their terms are to be repaid as and when RMGC distributes dividends.

Further to the loans noted above, in December 2013, the Group was required to recapitalize RMGC in order to comply with minimum company law requirements. The subscription to RMGC share capital by the Company was effected through a conversion of existing intercompany debt. On January 17, 2014, the Group agreed to transfer to Minvest RM, for nil consideration, a proportion of the shares subscribed for in December 2013, with a face value of $20.4 million, in order to preserve the respective shareholdings in RMGC. This transfer gave rise to the disclosed non-controlling interest and accounting.

The loans are accounted for as part of the Group's net investment in RMGC and, accordingly, have been set-off against non-controlling interests in the Consolidated Statement of Financial Position. The loans and non-controlling interest components will be reflected individually at such time as repayment of the loans.

17. Income taxes

The following table reconciles the expected income tax at the Canadian statutory income tax rate to the amounts recognized in the Consolidated Statement of Loss.

| | December 31
2024 | December 31
2023 |
| --- | --- | --- |
| Loss before income taxes | 10,865 | 24,936 |
| Income tax rate (1) | 27.0% | 27.0% |
| Income tax at statutory rates | (2,934) | (6,733) |
| Tax effects of: | | |
| - Impact of foreign tax rates (2) | 426 | 503 |
| - Non-deductible items / permanent differences | (199) | 2 |
| - Unrecognised deferred tax assets | 2,706 | 6,228 |
| Income tax recovery | - | - |

(1) The income tax rate reflects the combined federal and provincial tax rates in effect in Yukon, Canada for each period shown.
(2) The Company has operations based in Romania, which has a different tax rate to the Canadian statutory rate.

The Group has the following unrecognized deductible temporary differences within Canada. The expected future cash flow will be determined by the future tax rates applicable in Canada when the assets are utilized.

| | December 31
2024 | Canada
December 31
2023 | Expiry |
| --- | --- | --- | --- |
| Losses carried forward | 133,248 | 124,260 | 2026-2044 |
| Unclaimed share issue cost | 163 | 211 | No expiry |
| Capital assets | 139 | 1,526 | No expiry |
| Cumulative eligible capital expenditures | 12,662 | 13,328 | No expiry |
| Deductible temporary differences | 146,212 | 139,325 | |

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

17. Income taxes (continued)

RM Gold (Services) Ltd has $2.8 million of unrecognized deductible temporary differences in the United Kingdom (2023: $2.8 million), with no specified expiry date, to be carried forward for use against future profits. RMGC has unrecognized temporary differences in Romania of $659.0 million (2023: $550.5 million). These differences could give rise to deferred tax assets at a future date. Losses carried forward, which are a component of the deductible temporary differences in Romania, amounted to $70.7 million (2023: $69.7 million) and have expiry dates between 2025 and 2031.

The Group does not recognize deferred tax assets until such time as recovery of the taxes is probable.

18. Commitments

The following is a summary of contractual commitments of the Group including payments due for each of the next five years and thereafter.

	Total	2024	2025	2026	2027	2028	Thereafter
Operating lease commitments
Surface concession rights	943	-	35	35	35	35	803
Property lease agreements	160	-	160	-	-	-	-
Total commitments	1,103	-	195	35	35	35	803

(a) RMGC has approximately 30 years remaining on concession agreements with the Local Councils of Rosja Montana and Abrud by which it is granted exploitation rights to property located on and around one of the Project's proposed open pits for an annual payment of approximately $35,000 (Romanian leu equivalent).

(b) The Group has entered into agreements to lease premises for various periods. The annual rent of premises consists of minimum rent plus taxes, maintenance and, in certain instances, utilities.

19. Contingent liabilities

The Company has a number of contingent liabilities, namely:

(i) Litigation - the Company is involved in litigation matters and claims arising out of the ordinary course and conduct of its business. Although the amount of any liability that could arise with respect to any pending claims cannot be estimated or cannot be predicted with certainty, management does not consider the Company's exposure to litigation to be material to these Financial Statements.

(ii) In respect of 95,625 arbitration value rights ("AVRs"), entitling the holders thereof to a share of any proceeds arising from any settlement or arbitral award irrevocably made in the Company's and/or any of its affiliates favor in connection with the ICSID Arbitration claim, including:

a. 55,000 AVRs entitling the holders to a pro rata share of 7.5% of any such proceeds, subject to a maximum aggregate entitlement of $175 million among all holders of such AVRs; and
b. 40,625 AVRs entitling the holders to a pro rata share of 5.54% of any such proceeds, subject to a maximum aggregate entitlement of $129.3 million among all holders of such AVRs.

(iii) In respect of the key employee engagement plan ("KEEP"), an arbitration-focused retention and incentive program established by the Company in 2016. The KEEP's aim is to ensure the long-term participation and incentivization of the Group's personnel, including its executive management, employees, non-executive directors and other contributors in pursuing the ICSID Arbitration through to a successful recovery. The KEEP is a trust established by the Claimants, as settlers, pursuant to a trust agreement dated July 2016, as amended. Subject to its terms and conditions, the KEEP provides that in the event that any arbitral award is made in favor of, or a settlement is accepted by, Gabriel in connection with the ICSID Arbitration proceedings, Gabriel will make a cash payment, or procure the cash payment, to the KEEP trust.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

19. Contingent liabilities (continued)

Such payment will be made following receipt of the proceeds awarded to Gabriel (inclusive of any non-monetary consideration) and subject to the payment of any taxes, payable or required to be withheld by Gabriel or by law, in an amount of 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.

(iv) Certain employees of the Group agreed to accept a 20% reduction in their base salary effective as of February 1, 2022. (“Deferred Salary”). The Company has a contingent liability to pay to each such employee an amount equal to 150% of the aggregate accumulated amount of their respective Deferred Salary within (i) 60 days of receipt of any monies received by the Company and/or any of its affiliates pursuant to any settlement or arbitral award irrevocably made in its favor in relation to the ICSID Arbitration claim that is sufficient to satisfy and discharge the aggregate accumulated Deferred Salary in full; or (ii) 90 days following a “change of control” of the Company. Similarly, with effect from April 1, 2022 the directors of the Company agreed to defer 20% of their fees due on the same basis. The Deferred Salary initiative ceased for directors with effect from October 1, 2024 and for Management with effect from December 1, 2024.

20. Loss per share

	December 31	December 31
	2024	2023
Loss for the year attributable to owners of the parent	10,862	24,936
Weighted-average number of common shares (000's)	117,365	101,601
Basic and diluted loss per share	$0.09	$0.25

As at December 31, 2024 pre the Consolidation in February 2025 (see Note 23), the Company had 1,256,299,760 Common Shares in issue, which was reduced to 125,629,976 post the Consolidation. While the Company is in a loss-making position, the effect of further potential share issuances under Share Options, and DSUs post Consolidation of 2,447,779 Common Shares at that date in aggregate would be anti-dilutive. Diluted loss per share is therefore deemed to be the same as basic loss per share.

21. Segmental information

Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments and has been identified as the Company’s Chief Executive Officer. The Group has two segments: the first being the Romanian operating company, the principal activity of which was formerly the exploration, evaluation and development of precious metal mining projects in the country (designated as “Romania”). The rest of the entities within the Group form part of a secondary segment (designated as “Corporate”). The segmental report is as follows:

	Romania		Corporate		Total
For the year ended December 31	2024	2023	2024	2023	2024	2023
Reportable items in the Consolidated Statement of Loss
Interest received	-	-	(47)	(95)	(47)	(95)
Depreciation	3	8	9	3	12	11
Reportable segment loss	3,877	4,571	6,985	20,365	10,862	24,936
As at December 31	2024	2023	2024	2023	2024	2023
Reportable segment in the Consolidated Statement of Financial Position
Reportable segment current assets and assets classified as held for sale	140	303	1,884	4,622	2,024	4,925
Reportable segment non-current assets	231	272	-	6	231	278
Reportable segment liabilities	(1,161)	(1,207)	(23,176)	(19,503)	(24,337)	(20,710)

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

22. Financial instruments

The recorded amounts for cash, cash equivalents, accounts receivable, accounts payable, accrued liabilities and other liabilities approximate fair values based on the nature of those instruments. The Group’s risk exposures and the impact on the Group’s financial instruments are summarized below:

Credit risk

The Group’s credit risk is primarily attributable to cash and cash equivalents that are held on short-term overnight deposit with the major Canadian banks and loan receivable.

The Group is exposed to the credit risk of domestic Romanian banks that hold and disburse cash on behalf of its Romanian subsidiary. The Group manages its Romanian bank credit risk by centralizing custody, control and management of its surplus cash resources generated outside of Romania at the corporate office and only transferring money to its Romanian subsidiary based on near term cash requirements, thereby mitigating exposure to domestic Romanian banks.

The Group holds limited cash balances in the United Kingdom with a major UK bank to fund corporate activities.

The credit loss associated with the loan receivable arises from the possibility that the counterparty may default on their obligation. The outstanding loan receivable is regularly monitored and an allowance for doubtful accounts is established based on expected credit losses.

Liquidity risk

As at December 31, 2024, the Group has no sources of operating cash flows and does not have sufficient cash to fund either the development of the Project or all the long-term activities required to see the ICSID Arbitration through to its conclusion, including the Annulment Proceedings. As such, the Company will require additional future funding as discussed in Note 1.

Market risk

(a) Interest rate risk

The Group maintains a short-term investment horizon, typically less than 3 months, for its cash and cash equivalents.

The Group is only marginally exposed to capital erosion should interest rates rise and cause fixed yield investments to devalue.

The Group’s primary objective with respect to cash and cash equivalents is to mitigate credit risk. The Group has elected to forego yield in favour of capital preservation.

(b) Foreign currency risk

The Group’s functional and presentation currency is the Canadian dollar and its activities expose it to fluctuations in foreign exchange rates. The Group has monetary assets and liabilities denominated in Romanian leu, US dollars, UK pounds sterling and Euros and is, therefore, subject to exchange variations against both the functional and presentation currency.

The Group maintains cash and cash equivalents in various currencies and is, therefore, susceptible to market volatility as foreign cash balances are revalued to the functional currency of the entity and thereafter to the presentation currency of the Group. Therefore, the Group may report foreign exchange gains or losses during periods of economic and market volatility. The Group currently endeavours to keep the majority of its cash, and cash equivalents in United States dollars and Canadian dollars.

Financial instruments

At December 31, 2024, the Group's financial instruments consist of cash and cash equivalents, other receivables, and trade and other payables. The carrying amounts of these financial instruments approximate fair value due to their short-term maturities and are classified as level 1 of the fair value hierarchy.

As at December 31, 2024, the carrying amount of the Group's loan receivable approximates its fair value. The fair value was determined by discounting the expected future cash flows based on the current rates for a loan with similar terms and maturities and is categorized as Level 2 in the fair value hierarchy.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

22. Financial instruments (continued)

The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments that are measured at fair value by the stated valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: Techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

Sensitivity analysis

As at December 31, 2024, the carrying amount of the financial instruments equals fair market value. Based on Management’s knowledge and experience of financial markets, the Company believes, based on its balance

of cash and cash equivalents as at December 31, 2024, the following movements are “reasonably possible” over a twelve-month period:

Cash and cash equivalents. A plus or minus 1% change in earned interest rates would affect net interest income by approximately $0.1 million.
The Group holds foreign currency balances, giving rise to exposure to foreign exchange risk. A plus or minus 1% change in exchange rates would affect net income by approximately $0.1 million.

23. Post balance sheet events

The following events occurred after the December 31, 2024 Consolidated Statement of Financial Position date:

Share consolidation

On February 13, 2025, Gabriel announced that it had received approval of the TSXV for the consolidation of its issued and outstanding common shares (each, a “Share”) on the basis of ten (10) pre-consolidation Shares for each one (1) post-consolidation Share (the “Consolidation”).

The Shares commenced trading on the TSXV on a consolidated basis effective at the opening of trading on Tuesday, February 18, 2025. The Consolidation was effected pursuant to a resolution of the Board of directors of the Company dated December 20, 2024. The Company's name and trading symbol remain unchanged following the Consolidation. The new CUSIP number is 361970502 and the new ISIN number is CA3619705021 for the post-Consolidation Shares.

The Financial Statements have been retrospectively adjusted to reflect the Consolidation. As a result, the number of common shares, warrants, options, DSUs and issuance and exercise prices of options, DSUs and warrants, loss per share reflect the Consolidation.

Fundraising

As described in Note 1, on February 19, 2025, Gabriel announced plans to complete the Offering for total proceeds of up to US$4 million (approximately C$5.7 million).

24. Capital management

The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern, fund its planned activities and commitments, and retain financial flexibility to respond to unforeseen future events and circumstances. The Group manages and makes adjustments to its capital structure based on the level of funds on hand and anticipated future expenditures. In order to maintain or adjust the capital structure, the Group has, when required, raised additional capital. The Group has not paid dividends, nor returned capital to shareholders to date. With the exception of minimum capital requirements pursuant to general company law, the Group is not subject to any other externally imposed capital requirements.

Notes to Consolidated Financial Statements

For the year ended December 31, 2024

(Amounts in thousands of Canadian dollars, unless otherwise stated)

25. Summarized financial information of subsidiary with non-controlling interest

RMGC is the Group’s only subsidiary with a non-controlling interest, as summarized further in Note 16. The summarized financial statements of RMGC, which are unaudited and are derived from the consolidation workings for these Financial Statements, are as follows:

Summarized statement of financial position

As at December 31	2024	2023
Current assets	140	303
Non-current assets	231	272
Total assets	371	575
Current liabilities	(1,161)	(1,138)
Non-current liabilities	(1,212,438)	(1,019,332)
Total liabilities	(1,213,599)	(1,020,470)

Summarized statement of comprehensive loss

For the year ended December 31	2024	2023
Loss for the year	3,877	4,571
Other comprehensive loss (currency translation adjustment)	7	6
Comprehensive loss for the year	3,884	4,577

Summarized statement of cash flows

For the year ended December 31	2024	2023
Net cash used by operating activities	(3,459)	(4,393)
Net cash provided by financing activities	3,365	4,396
Net increase / (decrease) in cash and cash equivalents	(94)	3

AI assistant

Gabriel Resources Ltd. — Audit Report / Information 2024

43912_rns_2025-04-17_de1cf544-5818-4d72-8435-2dc29b30ea3f.pdf

Independent auditor's report

Opinion

Basis for opinion

Material uncertainty related to going concern

Key audit matter

Other information

Responsibilities of management and those charged with governance for the consolidated financial statements

Auditor's responsibilities for the audit of the consolidated financial statements

Consolidated Statements of Financial Position

Approved by the Board of Directors

Consolidated Statements of Loss

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Changes in Shareholders' Deficit

Consolidated Statements of Cash Flows

4. Basis of consolidation (continued)

5. Critical accounting estimates, risks and uncertainties

6. Material accounting policies

Cash and cash equivalents

Property and equipment

Impairment of non-financial assets

6. Material accounting policies (continued)

Provisions

Foreign currency translation

(a) Functional and presentation currency

(b) Transactions and balances

(c) Group companies

Financial instruments

6. Material accounting policies (continued)

Loss per share

Share based payments

6. Material accounting policies (continued)

Income taxes

Accounting standards and amendments

Notes to Consolidated Financial Statements

6. Material accounting policies (continued)

7. Corporate, general and administrative expenses

8. Cash and cash equivalents and restricted cash

Notes to Consolidated Financial Statements

8. Cash and cash equivalents and restricted cash (continued)

9. Prepaid expenses and supplies

10. Property and equipment

11. Trade payables and other liabilities

Short term

Long term

Notes to Consolidated Financial Statements

11. Trade payables and other liabilities (continued)

12. Resettlement liabilities

13. Other current liabilities

Short-term loans

Deferred share units

13. Other current liabilities (continued)

14. Related party transactions

Notes to Consolidated Financial Statements

14. Related party transactions (continued)

15. Share capital

Authorized:

Issued:

Notes to Consolidated Financial Statements

15. Share capital (continued)

Common Share purchase warrants

Share Options

Notes to Consolidated Financial Statements

16. Non-controlling interest

17. Income taxes

Notes to Consolidated Financial Statements

17. Income taxes (continued)

18. Commitments

19. Contingent liabilities

Notes to Consolidated Financial Statements

19. Contingent liabilities (continued)

20. Loss per share

21. Segmental information

22. Financial instruments

Credit risk

Liquidity risk

Market risk

(a) Interest rate risk

Gabriel Resources Ltd. Audit Report / Information 2024