Gabriel Resources plans $3.4M private placement to settle debt

Gabriel Resources Ltd. (TSXV: GBU) announced a proposed non-brokered private placement of up to 58,471,757 units at C$0.0825 per unit, targeting aggregate subscriptions of up to US$3.4 million (approximately C$4.82 million).

Each unit consists of one common share and one share purchase warrant exercisable at C$0.11 for five years from closing. The subscription price represents a 25% discount to the market price of C$0.11 on the trading day preceding the announcement.

Of the total offering, approximately US$1.825 million represents new cash, while approximately US$1.575 million will be satisfied by offsetting outstanding bridge loan principal and accrued interest. The company entered into bridge loan agreements on April 28, 2026, with Electrum Global Holdings L.P. and Paulson & Co. Inc. for a combined US$1.5 million at 12% per annum interest.

Binding subscription agreements have been signed with existing institutional investors Electrum, Paulson, and Swiss Capital S.A. for approximately US$2.97 million. The remaining approximately US$0.43 million is expected to come from other eligible investors.

Assuming full completion, the company will issue 58,471,757 common shares, representing approximately 17.42% of issued and outstanding shares following closing. Electrum, Paulson, and Swiss Capital, which currently hold approximately 59.75% of outstanding shares, would collectively hold approximately 67.95% following completion and full warrant exercise.

The company said the financing is intended to extinguish its outstanding bridge debt, provide working capital, support its annulment application in ICSID arbitration proceedings ARB/15/31, and preserve its assets and interests in Romania. The board determined the company is in serious financial difficulty and invoked exemptions under Multilateral Instrument 61-101 to bypass formal valuation and minority approval requirements.

Closing is expected on or around October 15, 2026, subject to TSX Venture Exchange acceptance. No finder's fees will be paid in connection with the offering.

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