Gabriel Resources Ltd. — Capital/Financing Update 2021

Jun 10, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1 - Name and Address of Company

Gabriel Resources Ltd. (“ Gabriel ” or the “ Company ”) Suite 200-204 Lambert Street Whitehorse, Yukon Canada Y1A 1Z4

Item 2 -

Date of Material Change

May 27, 2021 and June 10, 2021

Item 3 - News Release

News releases announcing the material change were disseminated to the market through Accesswire and filed on SEDAR on May 27, 2021 and June 10, 2021.

Item 4 - Summary of Material Change

On May 27, 2021, the Company announced that it had, inter alia, entered into subscription agreements with certain investors pursuant to which the Company intended to raise up to US$6 million by way of a private placement (the “ Private Placement ”).

The Company noted that it is progressing with its arbitration case against Romania before the World Bank’s International Centre for Settlement of Investment Disputes (“ ICSID Arbitration ”) and that it intends to use the proceeds of the Private Placement to finance the costs of the ongoing ICSID Arbitration and for general working capital requirements.

On June 10, 2021, Gabriel announced that it had closed the Private Placement with receipt of the funding of US$6 million (“ Closing ”).

Item 5 - Full Description of Material Change

The Company filed a detailed material change report relating to the participants, impact, review process and approvals relating to the Private Placement on May 27, 2021. This material change report updates that report only in respect of the receipt of the funding noted above.

Private Placement

Following Closing, the Company has issued 30,444,800 common shares of the Company (“ Common Share ”) at a price of $0.245 per Common Share (“ Purchase Price ”). The Purchase Price has been fixed at the closing price of the Common Shares on the TSX Venture Exchange (“ Exchange ”) on May 26, 2021, the trading day immediately preceding the announcement of the Private Placement.

The Private Placement remains subject to final acceptance by the Exchange and the receipt of all other applicable approvals. The Company will not pay a cash finder's fee in connection with the Private Placement.

The Common Shares issued pursuant to the Private Placement are subject to a statutory 4-month hold period expiring on October 11, 2021. U.S. investors are subject to applicable resale restrictions. Subject to the foregoing, the securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“ U.S. Persons ”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

Anticipated Effect of the Private Placement

Completion of the Private Placement will improve the financial position of the Company and will enable the Company to continue to progress with the ICSID Arbitration.

Resultant Common Shares in Issue

Prior to the announcement of the Private Placement, the Company had 623,507,830 Common Shares issued and outstanding. The aggregate number of Common Shares issued pursuant to the Private Placement is 30,444,800, representing approximately 4.9% of the Common Shares issued and outstanding prior to the Closing, on a non-diluted basis.

Taking into account the Private Placement, the Company has 653,952,630 Common Shares issued and outstanding.

Private Placement Participation of Related Parties

Insiders of the Company who exercised control and direction over 10% or more of the issued and outstanding Common Shares of the Company immediately prior to the closing of the Private Placement (as defined in the press release dated May 27, 2021) have been issued in aggregate 19,768,194 Common Shares for gross proceeds of US$3.90 million pursuant to the Private Placement.

The effect of the Private Placement on the percentage of Common Shares beneficially owned or controlled by the insiders is not material, either on an individual or aggregated basis. Prior to giving effect to the Private Placement, such insiders owned or controlled approximately 49.2% (on a nondiluted basis) of all of the issued and outstanding Common Shares. On Closing, such insiders own or control approximately 49.92% (on a non-diluted basis) of all of the issued and outstanding Common Shares.

Reliance on Certain Exemptions

The issuance of Common Shares to insiders pursuant to the Private Placement is a “related party transaction”, within the meaning of Exchange Policy 5.9 and as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company has relied upon certain exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement, as the Company is not listed on specified markets and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).

The Company filed its initial material change report in respect of the related party transaction on May 27, 2021 less than 21 days prior to the closing of the Private Placement, which the Company deemed reasonable in the circumstances so as to be able to avail itself of the proceeds of the Private Placement in an expeditious manner.

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Item 6 - Reliance on Subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 - Omitted Information

No information has been omitted from this report.

Item 8 - Executive Officer

The name of the executive officer of Gabriel who is knowledgeable about this material change and this report is Richard Brown, Chief Financial Officer, who can be reached at +44 774 876 0276.

Item 9 - Date of Report

June 10, 2021

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