Star Metro - First Quarter 2025 Financial Statements and MD&A

Summary

Highlights for the first quarter of 2025 and events subsequent to the quarter are set out below.

ICSID Arbitration and Annulment

• On March 8, 2024, the presiding tribunal ("Tribunal") in Gabriel's ICSID arbitration claim against Romania issued its final decision, rejecting Gabriel's claims on the merits by a 2-1 majority ("Arbitral Decision") and awarding approximately US$10 million in costs to Romania (the "CostsOrder").

• On July 8, 2024, Gabriel announced that it has filed an application under Article 52 of the ICSID Convention requesting the annulment of the Arbitral Decision ("AnnulmentApplication"). On July 12, 2024, the Acting Secretary-General of ICSID registered the application and notified the parties of a provisional stay of enforcement of the Costs Order ("Provisional Stay of Enforcement").

• In March 2024, the ad hoc committee (the "Committee") adjudicating the Company's Annulment application ruled that the Provisional Stay of Enforcement would continue only if Gabriel provided a guarantee from a bank or a third party with proven solvency for the full amount of the Costs Order. As Gabriel was unable to meet the conditions imposed by the Committee, the Provisional Stay of Enforcement was lifted effective April 25, 2025. As a result, Romania may pursue additional enforcement measures related to the Cost Award. There is no assurance that such actions against the Group's assets will not adversely affect the Company's financial condition and operations.

• The Committee held its first session on February 3, 2025, to discuss procedural matters for the Annulment proceedings, and subsequently issued Procedural Order No. 1 on February 11, 2025, establishing the following procedural calendar:

  • Gabriel's Memorial on Annulment: April 3, 2025.

  • Romania's Counter-Memorial on Annulment: July 7, 2025.

  • Gabriel's Reply on Annulment: September 1, 2025.

  • Romania's Rejoinder on Annulment: November 3, 2025.

  • Hearing on the Annulment: January 22-23, 2026 (with January 24, 2026 reserved).

• On April 3, 2025, Gabriel filed its Memorial on Annulment ("Memorial") detailing the grounds that support the annulment of the Arbitral Decision, including, in particular, that:

  • The Tribunal was improperly constituted, and the legitimacy and integrity of the ICSID arbitration was fundamentally undermined by undisclosed factors affecting the independence and impartiality of a Tribunal member.

  • The Tribunal majority's liability decision is fatally defective because the majority manifestly exceeded its powers by failing to apply or even consider applicable law, seriously departed from fundamental procedural rules guaranteeing the parties' rights to be heard and equal treatment, and failed to provide adequate reasoning for key conclusions.

Financial Performance

• In Q1 2025, the Company reported a net loss of $3.58 million, an increase of $1.76 million, compared to the net loss of $1.82 million in the first quarter of 2024.

• This increase was primarily driven by:

  • A $0.46 million increase in corporate, general, and administrative expenses ("CGA")

  • A $0.11 million increase in interest related to the arbitral costs order

  • A $0.69 million decrease in share-based payments recovery

  • A $0.42 million increase in foreign exchange losses

  • A $0.08 million in other items

• CGA expenses for Q1 2025 include $1.20 million in costs associated with the pursuit of the Annulment Application, an increase of $1.05 million from $0.15 million in Q1 2024. This increase is largely attributed to legal and advisory services rendered in connection with the preparation and submission of the Memorial. Additionally, personnel costs increased from $0.92 million in Q1 2024 to $0.99 million in Q1 2025. Other CGA expenses declined by $0.65 million in comparison to the same period last year.

Liquidity and Capital Resources

• As of March 31, 2025, the Company reported a working capital deficiency of $17.77 million, compared to $17.444 million as at December 31, 2024. This amount includes cash and cash equivalents of $0.27 million, reflecting a decrease from $1.00 million as of December 31, 2024.

• The decrease in cash is primarily the result of

  • Cash flow used in operating activities of $2.45 million

  • Cash flow provided by financing activities of $1.72 million

• Cash used in Q1 2025 primarily reflects the net loss, adjusted for non-cash items, totaling $2.83 million, which was partially offset by a decrease in prepaid expenses and supplies of $0.31 million and increase in trade and other payables of $0.14 million.

• On February 13, 2025, the Company completed a consolidation of its issued and outstanding common shares ("CommonShares") on the basis of one post-consolidation Common Share for ten pre-consolidation Common Shares.

• On February 19, 2025, the Company announced a non-brokered private placement of up to 114,152,000 units (each, a "Unit") at a price of $0.05 per Unit to raise gross proceeds of US$4.00 million (approximately $5.70 million) (the "Private Placement"). Each Unit comprised of:

  • one Common Share;

  • one Common Share purchase warrant, entitling the holder to purchase one Common Share at an exercise price of US$0.065 on or prior to March 6, 2030; and

  • one contingent value right ("CVR"), granting the holder, subject to certain limitations and exclusions, a pro rata share of up to 65% of any proceeds received by the Company and/or its affiliates from any future arbitral claims concerning the Company's investment rights in Romania, subject to a maximum aggregate CVR entitlement of C$1.689 billion.

• The Company closed the Private Placement in three tranches with the final tranche closing on May 19, 2025. The full subscribed Private Placement resulted in the issuance of a total of 114,152,000 Units for aggregate gross proceeds of US$4.0 million. Following the settlement of US$1.54m in outstanding bridge financing loans through a debt-for-equity settlement arrangement (Note 7 to the Financial Statements), the Company received net proceeds of approximately US$2.46 million.

• Further to closing the Private Placement, and excluding the Costs Order, Gabriel believes that it has sufficient funding necessary to cover its planned activities through to June 2025. Thereafter, Gabriel will need to raise additional financing to fund its working capital requirements. Despite the Company's recent and historic funding, there can be no assurance that sufficient additional financing will be available when needed, or on terms and timing acceptable to the Company. These events and conditions indicate material uncertainty exists that may cast significant doubt about the Company's ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

Outstanding Share Data

• As of the date of this press release, the Company's issued and outstanding equity consists of:

• 239,781,984 Common Shares

• 114,152,000 Common Share purchase warrants

• 2,262,801 stock incentive options

For information on this press release, please contact:

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Further Information

About Gabriel

Gabriel is a Canadian resource company listed on the TSX Venture Exchange. The Company's principal business has been the exploration and development of the Roșia Montană gold and silver project in Romania, one of the largest undeveloped gold deposits in Europe. Upon obtaining the License in June 1999, the Group focused substantially all of their management and financial resources on the exploration, feasibility and subsequent development of the Roşia Montană Project. An extension of the exploitation license for the Roşia Montană Project (held by Roșia Montană Gold Corporation S.A., a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance held by Minvest Roșia Montană S.A., a Romanian state-owned mining company) was rejected by the competent authority in late June 2024. For more information please visit the Company's website at www.gabrielresources.com.

Forward-looking Statements

This press release contains "forward-looking information" (also referred to as "forward-looking statements") within the meaning of applicable Canadian securities legislation. Forward-looking statements are provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. All statements, other than statements of historical fact, are forward-looking statements.In this press release, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein.

Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the uncertainties associated with: (i) the ongoing proceedings (the "ICSID Annulment Proceedings") concerning the Company's application for annulment of the award dated March 8, 2024 (the "Arbitral Decision") issued in its ICSID arbitration case against Romania (ICSID Case No. ARB/15/31); (ii) future actions taken by the Romanian Government, including in relation to the enforcement of the costs order granted under the Arbitral Decision (the "Costs Order"); (iii) conditions or events impacting the Company's ability to fund its operations (including but not limited to the completion of the potential financing referred to in this press release); and (iv) the overall impact of misjudgments made in good faith in the course of preparing forward-looking information.

Forward-looking statements involve risks, uncertainties, assumptions, and other factors including those set out below, that may never materialize, prove incorrect or materialize other than as currently contemplated which could cause the Company's results to differ materially from those expressed or implied by such forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "is of the view", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible", "plans" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of fact and may be forward-looking statements.

Numerous factors could cause actual results to differ materially from those in the forward-looking statements, including without limitation:

• the revocation of the Provisional Stay of Enforcement;

• the ability of the Company to access additional funding to support the Group's strategic objectives;

• the impact on the Company's financial condition and operations of any actions taken by Romania to enforce the Costs Order against the Group's assets;

• the duration, costs, process and outcome of the ICSID Annulment Proceedings;

• the impact on the Company's financial condition and operations of the rejection of the extension of the Rosia Montana

• exploitation license;

• the impact on financial condition, business strategy and its implementation in Romania of: any allegations of historic acts of corruption, uncertain fiscal investigations, uncertain legal enforcement both for and against the Group, unpredictable regulatory or agency actions and political and social instability;

• changes in the Group's liquidity and capital resources;

• equity dilution resulting from the conversion or exercise of new or existing securities in part or in whole to Common Shares;

• the ability of the Company to maintain a continued listing on the Exchange or any regulated public market for trading securities;

• Romania's actions following inscription of the "Roşia Montană Mining Landscape" as a UNESCO World Heritage site;

• regulatory, political and economic risks associated with operating in a foreign jurisdiction including changes in laws, governments and legal and fiscal regimes;

• global economic and financial market conditions, including inflation risk;

• the geo-political situation and the resulting economic developments arising from the unfolding conflict and humanitarian crisis as a consequence of conflicts such as the Russia-Ukraine war;

• volatility of currency exchange rates; and

• the availability and continued participation in operational or other matters pertaining to the Group of certain key employees and consultants.

This list is not exhaustive of the factors that may affect any of the Company's forward-looking statements. Investors are cautioned not to put undue reliance on forward-looking statements, and investors should not infer that there has been no change in the Company's affairs since the date of this press release that would warrant any modification of any forward-looking statement made in this document, other documents periodically filed with or furnished to the relevant securities regulators or documents presented on the Company's website. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this notice. The Company disclaims any intent or obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of assumptions or factors, whether as a result of new information, future events or otherwise, subject to the Company's disclosure obligations under applicable Canadian securities regulations. Investors are urged to read the Company's filings with Canadian securities regulatory agencies which can be viewed online at www.sedarplus.ca.

SOURCE: Gabriel Resources Ltd.

View the original press release on ACCESS Newswire

S.Cloutier--SMC