Gabriel Resources Ltd. Initial Closing of Private Placement

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

LONDON, UK / ACCESSWIRE / May 17, 2024 / Further to the news release of April 26, 2024, Gabriel Resources Ltd. (TSXV:GBU) or ("Gabriel" or the "Company") is pleased to announce that it has completed closing of an initial tranche of its previously disclosed non-brokered private placement (the "Private Placement") of up to 377,594,750 common shares of the Company ("Common Share") at a price of $0.02 per Common Share ("Purchase Price") for gross proceeds of up to US$5.575 million (approximate $7.5 million), subject to stock exchange and other approvals as applicable.

In connection with closing the initial tranche of the Private Placement, the Company has issued an aggregate of 220,122,500 Common Shares for gross proceeds of US$3.25 million (approximately $4.4 million) representing approximately 21.2% of the Common Shares currently issued and outstanding on a non-diluted basis prior to the Private Placement and are subject to a statutory 4-month hold period expiring on September 18, 2024.

It is anticipated that the remainder of the Private Placement may close on or about May 23, 2024, or such earlier or later date as may be determined by the Company, subject to satisfaction or waiver by the relevant party of the conditions of closing.

The Company reserved the price for the Private Placement by filing a price reservation form with the TSX Venture Exchange (the "TSXV") on April 19, 2024. The Private Placement was conditionally accepted by the TSXV on May 16, 2024 and remains subject to final acceptance by the TSXV 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 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.