Gabriel Resources Ltd. — Capital/Financing Update 2025

Mar 12, 2025

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
March 6, 2025

Item 3 - News Release
News release announcing the material change was disseminated to the market through Accesswire and filed on SEDAR+ on March 6, 2025.

Item 4 - Summary of Material Change
On March 6, 2025, the Company announced an initial closing of 65,637,400 units of the Company (“Units”) for aggregate gross proceeds of US$2.3 million (the “Initial Closing”), of which a total of 29,297,971 Units were issued in full and final settlement of US$1.03 million of outstanding indebtedness (including principal and interest) related to the previously announced bridge financing loans, as described further below. The Initial Closing forms part of the Company’s previously announced non-brokered private placement offering of up to 114,152,000 Units to raise up to US$4 million of gross proceeds (the “Offering”).

Item 5 - Full Description of Material Change
On March 6, 2025, the Company announced the Initial Closing of 65,637,400 Units at a price of $0.05 per Unit (“Subscription Price”) for aggregate gross proceeds of US$2.3 million (approximately C$3.3 million), of which a total of 29,297,971 Units have been issued to Electrum Global Holdings L.P. (“Electrum”) and Paulson & Co. Inc. (“Paulson”) in full and final settlement of US$1.03 million of outstanding indebtedness (including principal and interest) related to the previously announced bridge financing loans. The Subscription Price of C$0.05 per Unit represents an approximate discount of 23% to the closing price of the Common Shares on the TSX Venture Exchange (“TSXV”) on the trading day immediately preceding the date of the announcement of the Offering (the “Market Price”).

Each Unit consists 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”). Each Warrant entitles the holder to purchase one Common Share at an exercise price of C$0.065, being equivalent to the Market Price, for a period of 5 years following the issuance of the Units. Each CVR will entitle the holder, subject to certain limitations and exclusions, to a pro rata proportion of up to 65% of any proceeds received by the Company and/or its affiliates pursuant to any settlement or arbitral awards irrevocably made in their favour in relation to any future arbitration claim concerning the Company’s investment rights in Romania, subject to a maximum aggregate entitlement of all CVRs issued pursuant to the Offering of up to C$1.689 billion.

The securities issued in connection with the Initial Closing are subject to a statutory four-month hold period, which will expire on July 7, 2025. Completion of the Offering was subject to disinterested shareholder approval and is subject to the satisfaction or waiver of a number of customary closing conditions, including the final approval of the TSXV.

---

The Company also announced that it has obtained disinterested shareholder approval of the Offering (by way of written consents), including the issuance of the CVRs and the creation of new control persons (as further described below), and entered into binding subscription agreements, on a non-brokered basis, with certain additional eligible investors. As a result, the Offering is fully subscribed for US$4 million, with the Company having entered into subscription agreements with Electrum, Paulson, Swiss Capital S.A. ("Swiss Capital"), and Dag Cramer, an existing director of the Company. The Company intends to complete additional closings of the Offering during the course of March 2025 for the subscriptions of Swiss Capital and Mr. Cramer. Closing of the US$1 million subscription by Swiss Capital is dependent on the TSXV approval of the Personal Information Form of Swiss Capital, which has been submitted to the TSXV.

The Company will not pay any finder's fee in respect of the procurement of arm's length subscribers in connection with the Offering.

The Company has also entered into shares-for-debt settlement agreements (the "Debt Settlement Agreements") with each of Electrum, Paulson and Swiss Capital (collectively, the "Lenders"), pursuant to which the Company has agreed 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 bridge financing loans from such Lenders previously announced by the Company on November 29, 2024 (the "Debt Settlement").

Impact of the Offering

As announced in the Company's February 19, 2025 press release, assuming the successful closing of the US$4 million Offering: (a) the aggregate number of Common Shares to be issued pursuant to the Offering (on a non-diluted basis) would be 114,152,000, representing approximately 47.6% of the issued and outstanding Common Shares (on a non-diluted basis) immediately following completion of the Offering; and (b) the Company would anticipate receiving approximately US$2.46 million in net proceeds after settling the outstanding bridge financing loans of US$1.54 million pursuant to the Debt Settlement.

The Company intends to use the net proceeds from the Offering for general corporate purposes, including, without limitation: (i) the costs of pursuing the Annulment application; (ii) maintaining the Company's rights and interest in Romania relating to the Rosia Montana exploitation concession and the Bucium projects; and (iii) maintaining the Company's real estate assets in Romania.

Insider Participation

The subscribers to the Offering include Electrum and Paulson, each of whom are deemed insiders as they each exercise control and direction over 10% or more of the issued and outstanding Common Shares of the Company immediately prior to the closing of the Offering, and Mr. Cramer, who is deemed an insider as he is an existing director of the Company. Such insiders of the Company have subscribed for an aggregate of 77,052,600 Units for gross proceeds of US$2.7 million (approximately $3.8 million) under the Offering.

The participation of insiders of the Company in the Offering and the Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority approval requirements provided for in sections 5.5(g) and 5.7(1)(e) of MI 61-101 on the basis that the Company is in serious financial difficulty, the Offering and Debt Settlement is designed to improve the Company's financial position, and the terms of the Offering and Debt Settlement are reasonable in the circumstances.

2

---

Requirement for Disinterested Shareholder Approval of the Offering

The terms of the Offering trigger thresholds requiring disinterested shareholder approval of components of the Offering pursuant to the policies of the TSXV as further described below.

Creation of New Control Persons

Pursuant to the policies of the TSXV (Policy 4.1 Private Placements), if the Offering results in the creation of a new Control Person, the Company must obtain shareholder approval of the transaction on a disinterested basis excluding any Common Shares held by the proposed new Control Persons and its associates and affiliates. Under the policies of the TSXV, a "Control Person" is defined as any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of a corporation so as to affect materially the control of the corporation, or that holds more than 20% of the outstanding voting shares of a corporation, except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer.

Assuming the successful completion of the Offering, each of Electrum, Paulson and Swiss Capital will hold more than 20% of the issued and outstanding Common Shares on a partially-diluted basis and thus constitute new "Control Persons" of the Company (each a "New Control Person"). As a result, disinterested shareholder approval of the creation of each New Control Person is required under Policy 4.1 of the TSXV and has been obtained by the Company.

Issuance of CVRs

The TSXV deems the issuance of the CVRs pursuant to the Offering to be a 'reviewable disposition' under Policy 5.3 (Acquisitions and Dispositions of Non-Cash Assets), requiring disinterested shareholder approval on the basis that the issuance of the CVRs is considered by the TSXV to be disposition of more than 50% of Gabriel's assets, business or undertaking. Accordingly, shareholder approval of the issuance of CVRs pursuant to the Offering is required under Policy 5.3 of the TSXV (the "CVR Approval") and has been obtained by the Company.

Shareholder Approval

As noted above, the Company has obtained shareholder approval of the Offering (by way of written consents), including the issuance of the CVRs and the creation of each of Electrum, Paulson and Swiss Capital as new Control Persons of the Company, from holders of over 50% of its Common Shares (after excluding from such calculation: (i) in the case of the CVR Approval, the Common Shares held by all participants in the Offering, their affiliates and/or associates; and (ii) in the case of the approval of the each respective New Control Person, the Common Shares held by that new Control Person, their affiliates and/or associates of the Offering).

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. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities to, or for the account of benefit of, persons in the United States or U.S. Persons.

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 Simon Lusty, Group General Counsel, who can be reached at +44 782 599 3401.

Item 9 - Date of Report

March 12, 2025

4