LONDON, UK / ACCESSWIRE / 23 May 2023 / Gabriel Resources Inc. (TSXV:GBU) (“Gabriel” or “company“) is a non-intermediary private placement (“private placement“) Up to 24,782,212 shares of our common stock (“common stock“) Price of $0.26 per common share (“Purchase amount“) Total revenues up to US$4.75 million (approximately US$6.4 million), subject to stock exchange and other applicable approvals.
The purchase price is fixed at the closing price of common stock on the business day immediately preceding this announcement. The number of shares of common stock to be issued pursuant to this private placement represents approximately 2.5% of the shares of common stock currently issued and outstanding on an undiluted basis.
Company insiders subscribed for 17,489,111 shares of common stock under a private placement with a total proceeds of US$3.35 million. The issuance of common stock to insiders under private placement constitutes a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Agreement 61-101. Protection of Minority Securities Holders in Special Transactions (“MI 61-101”). We rely on certain exemptions from the formal evaluation 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. intend to do something. As the Company is not listed on any particular market and there is no fair market value for the subject matter of the transaction (as determined under MI 61-101) or the consideration of the transaction, there are Participate. More than 25% of the Company’s market capitalization (determined under MI 61-101) as far as related parties are concerned.
Termination of the private placement is subject to certain conditions, including but not limited to approval by the TSX Venture Exchange (“exchangeTherefore, there is no guarantee that the Company will be able to successfully complete this third-party allotment. Subject to approval, he expects this third-party allotment to be completed around June 8, 2023. It may be changed to an earlier or later date, as determined by the Company, subject to the satisfaction or waiver of the closing conditions of the parties. period.
We are proceeding with an arbitration proceeding against Romania at the World Bank’s International Center for Settlement of Investment Disputes.ICSID Arbitration“) and intends to use the proceeds of the private placement to meet the costs of the ongoing ICSID arbitration and general working capital requirements.
The Company intends to file a material change report on the related party transaction within 21 days of the closing of the Private Placement, and the Company determines it is reasonable in the circumstances to make available the proceeds. Rapid Private Placement.
The Company does not pay any finder fees for arm’s length contractor procurements related to private placements.
The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended.U.S. Securities Law“) or to comply with state securities laws, may not be offered or sold in the United States or to “US Persons.” Such terms are defined in Regulation S promulgated under the U.S. Securities Act (“Americanexcept in compliance with the registration requirements of the U.S. securities laws and applicable state securities requirements, or pursuant to exemptions thereof. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. , or for the benefit of US individuals or US persons.
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Neither TSX Venture Exchange nor its regulated service providers (as those terms are defined in the TSX Venture Exchange Policy) are responsible for the adequacy or accuracy of this release.
Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The company’s main business was the exploration and development of the Rosia-Montana gold and silver project in Romania. The Rosia Montana project, one of Europe’s largest untapped gold deposits, is located in the southern Apseny Mountains of Transylvania, Romania, and has been mined intermittently for more than 2,000 years since pre-Roman times. It is a historic and rich mining district. The mining license for the Rosia Montana project is held by Rosia Montana Gold Corporation SA, a Romanian company in which Gabriel owns 80.69% of its shares, with the remaining 19.31% owned by the Romanian state-owned mining company. owned by Minvest Rosia Montana SA.
Licensed in June 1999, the Group has focused substantially all of its operational and financial resources on the exploration, feasibility and subsequent development of the Rosia Montana Project. Romania despite our fulfilling our legal obligations and using the best available technology to develop the Rosia Montana project as a high quality, sustainable and environmentally responsible mining project. has illegally blocked and blocked the implementation of the Rosia Montana Project without due process. and without compensation. Therefore, our current core focus is ICSID arbitration. For more information, visit his website at our company. www.gabrielresources.com.
This press release contains “forward-looking information” (also known as “forward-looking statements”) within the meaning of applicable Canadian securities laws. Forward-looking statements are provided for the purpose of providing information about management’s current expectations and plans and to help investors and others better understand our operating environment. All statements other than statements of historical fact are forward-looking statements.
Although the forward-looking statements in this press release are believed by the Company to be reasonable at this time, they are inherently subject to significant business, economic and competitive uncertainties and unforeseen circumstances and should be based on a number of estimates and assumptions that may affect our actual results. It may include financial results, performance and achievements that are materially different from those expressed or implied herein.
Some of the significant factors or assumptions used in making forward-looking statements include the ICSID arbitration, actions by the Romanian government, and circumstances or events affecting our ability to finance our business, including but not limited to: (including but not limited to) uncertainties related to (until the completion of further financing as described above) or the overall consequences of any misjudgments made in good faith in the process of repaying debts, exploring, developing and operating mining assets and preparing information about future prospects. Consider.
Forward-looking statements involve risks, uncertainties, assumptions and other factors, including those described below, that may never materialize or prove to be inaccurate. There are possibilities, or realizations other than those currently contemplated, that could cause our results to differ materially from those expressed or implied by such statements. Forward-Looking Statements. Any statement involving predictions, expectations, beliefs, plans, projections, objectives, assumptions, or expressions or discussions of future events or performance (often, but not always, “expects”, “expects”, etc.) (identified by the words and phrases of “strategy”, “goal”, “purpose”, “could”, “could”, “could” or variations thereof, or any particular action, event, condition or outcome that is “could” or “could” to state that “is”, “will”, “should be taken”, “could”, or “will be achieved”, or the negatives of these terms and similar expressions) They may be forward-looking statements rather than statements of fact.
Actual results may differ materially from forward-looking statements due to a variety of factors, including the following.
- Duration, Costs, Process and Outcomes of ICSID Arbitration.
- Access to funds to support the Group’s ongoing ICSID arbitration and/or operational activities in the future.
- The COVID-19 pandemic may affect our operations and/or the anticipated schedule of ICSID arbitrations.
- changes in the liquidity and capital resources of Gabriel and/or the group of companies of which Gabriel is directly or indirectly the parent;
- Stock dilution resulting from the conversion or exercise of some or all of new or existing securities into common stock.
- Our ability to remain listed on the TSX Venture Exchange or any regulated public market for securities trading.
- Romania in action after the ‘Rosia Montana Mining Landscape’ was inscribed on the UNESCO World Heritage List.
- Impact on financial situation, business strategy and its implementation in Romania: historical corruption allegations, uncertain financial investigations. Law enforcement uncertainty, unpredictable regulatory or agency actions, political and social instability, favorable or unfavorable to the Group.
- Regulatory, political and economic risks associated with operating in foreign jurisdictions, including changes in laws, governments and legal systems, interpretation of existing and future financial laws and other laws.
- Global economic and financial market conditions, including inflation risks.
- The geopolitical situation resulting from the conflict and humanitarian crisis that unfolds as a result of the Russian-Ukrainian conflict and the resulting economic development.
- Exchange rate volatility.and
- Participation and continued participation in operations or other matters related to certain key groups of employees and consultants.
This list is not an exhaustive list of factors that may affect our forward-looking statements.
Investors are cautioned not to place undue reliance on forward-looking statements. Also, investors should not assume that our circumstances have not changed since the date of this press release to justify any change in the forward-looking statements made in this press release. Documents, other documents that are regularly filed or provided to the relevant securities regulator, or presented on our website. All subsequent written and oral forward-looking statements made by us or on our behalf are expressly acknowledged in their entirety by this notice. We do not make any forward-looking statements or statements regarding the foregoing assumptions or factors, whether as a result of new information, future events or otherwise, which are subject to our disclosure obligations under our applicable Canadian securities. We disclaim any intention or obligation to publicly update or modify the list. Rules. Investors are advised to read the filings made by the Company with the Canadian securities regulators. Submissions can be viewed online at her website at: www.sedar.com.