2024 Fourth Quarter Report

Management's Discussion and Analysis

This Management's Discussion and Analysis ("MD&A") provides a commentary to enable a reader to assess material changes in the financial condition and results of operations of Gabriel Resources Ltd. ("Gabriel" or the "Company") and its subsidiary companies (together the "Group") as at, and for the years ended December 31, 2024 and 2023.

The MD&A should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company as at and for the years ended December 31, 2024 and 2023 ("Financial Statements"). The Financial Statements have been prepared in condensed format in accordance with International Financial Reporting Standards ("IFRS").

All amounts included in the MD&A are in Canadian dollars ("$"), unless otherwise specified. This report is dated as of April 17, 2025, and the Company's public filings can be reviewed on the SEDAR+ website (www.sedarplus.ca).

This MD&A contains forward-looking statements about the Company's objectives, strategies, financial condition, operations and businesses within the Group. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Group (expressed or implied by such forward-looking statements) to be materially different from any future results, performance or achievements. Such forward-looking statements are based upon the beliefs, expectations, reasonable investigation and opinions of management of the Company ("Management") as of the date of this MD&A. All forward-looking statements, including those not specifically identified herein are made subject to the cautionary language beginning on page 32. Readers are advised to refer to the cautionary language when reading any forward-looking statements.

Overview

Gabriel is a Canadian resource company with its common shares ("Common Shares") listed on the TSX Venture Exchange ("Exchange"). Gabriel's activities over many years were focused principally on the exploration, permitting and development of the Roșia Montană gold and silver project in Romania (the "Project"), one of the largest undeveloped gold deposits in Europe.

For 25 years the exploitation concession license for the Project ("License") was held by Roșia Montană Gold Corporation S.A. ("RMGC"), a Romanian company in which Gabriel owns an 80.69% equity interest, with the 19.31% balance held by Minvest Roșia Montană S.A. ("Minvest RM"), a Romanian State-owned mining company.

Gabriel invested over US$700 million to develop the Project and to define two valuable mineral deposits at the Rodu-Frasin (epithermal gold and silver) site and Tarniţa (porphyry copper-gold) site, both within the Bucium area located in the vicinity of Roşia Montană ("Bucium Projects") in accordance with all applicable laws, regulations, licenses, and permits.

Despite the Group's fulfilment of its legal obligations and its development of the Project as a high- quality, sustainable and environmentally responsible mining project, using best available techniques, the Romanian State blocked and prevented the implementation of the Project and the Bucium Projects, and Gabriel was left with no alternative but to pursue arbitration proceedings against Romania in July 2015. Since that time, the ICSID Arbitration (as defined below) has been the Company's core focus.

As described below, on June 20, 2024, RMGC was notified that the Romanian National Agency for Mineral Resources ("NAMR") had rejected its application for extension of the term of the License for an additional five years ("License Extension Application").

Any information set out in this MD&A relating to the Project (including the License), the Bucium Projects and the Group's development activities in Romania is for background purposes only and should not be interpreted as being indicative of the Company's expectations as at the date of this document regarding the future development of the projects.

ICSID Arbitration

On July 21, 2015, Gabriel and its subsidiary company, Gabriel Resources (Jersey) Limited ("Gabirel Jersey", together the "Claimants"), filed a request for arbitration before the World Bank's International Centre for Settlement of Investment Disputes ("ICSID") against the Romanian State ("ICSID Arbitration") seeking compensation for the loss and damage suffered by them arising from the Romanian State's treatment of the Claimants' investments in Romania in violation of certain bilateral investment protection treaties.

Key milestones in the ICSID Arbitration have been disclosed in Gabriel's prior quarterly and annual filings. Following a legal process conducted over almost nine years, on March 8, 2024, the Claimants and the Romanian State (together the "Parties") received a final decision rendered by the presiding arbitral tribunal ("Tribunal") dismissing in a two to one majority, over the dissent of one of the three arbitrators, the arbitration claims filed against the Romanian State and awarding Romania costs incurred in the proceedings ("Arbitral Decision").

The Arbitral Decision included a cost order equivalent to approximately US$10 million to reimburse Romania half of its legal fees and expenses incurred in the ICSID Arbitration ("Costs Order").The amount payable incurs simple interest from the date of the Arbitral Decision at the 3- month US Treasury rate.

The Financial Statements and this MD&A reflect the principal focus of Gabriel and its subsidiary companies (together the "Group") on the pursuit of the ICSID Arbitration, adjusted as appropriate to reflect the outcome arising from the Arbitral Decision.

Enforcement of Costs Order by Romania

The Company announced on April 4, 2024, that the Government of Romania had requested the Claimants to settle the Costs Order and noted that they will take action to enforce the same. Subsequently, the Romanian State sought precautionary measures in Romania to impose restrictions on the sale or transfer of the shares held by Gabriel Jersey in RMGC ("RMGC Shares"), pending settlement of the Costs Order (the "Precautionary Seizure").

The Company believes that the Precautionary Seizure is premature and procedurally flawed. Gabriel Jersey and RMGC have initiated legal actions before the Romanian courts to challenge its enforcement and to seek its annulment.

On July 11, 2024 the Bucharest Court of Appeal rejected Gabriel Jersey's claim seeking the annulment of the Precautionary Seizure, a decision that is now subject to appeal before the High Court of Cassation and Justice.

Gabriel intends to vigorously pursue these legal challenges to the Precautionary Seizure and will defend its rights and interest in Romania and elsewhere.

Annulment Application

On July 5, 2024, the Claimants filed with ICSID an application which sets out the grounds under Article 52 of the ICSID Convention that warrant the annulment of the Arbitral Decision ("Annulment Application").

The Annulment Application requested, amongst other things, that the ICSID Secretary-General provisionally stay the enforcement of the Award (including the Costs Order) until the Ad-hoc Committee had ruled on such request ("Stay of Enforcement").

On July 12, 2024, the Acting Secretary-General of ICSID registered the Annulment Application and notified the parties of the provisional Stay of Enforcement.

Appointment of Ad-Hoc Committee

An annulment action is heard and decided by a three-member panel of arbitrators ("Ad-hocCommittee") appointed by the Chairman of the Administrative Council of ICSID.

On October 8, 2024, an Ad-hoc Committee was appointed by the Chairman of the Administrative Council of ICSID comprising Prof. Eduardo Zuleta (Colombian), President; Prof. Lawrence Boo (Singaporean) and Prof. Dr. Maxi Scherer (German).

Stay of Enforcement

As noted above, ICSID granted a provisional Stay of Enforcement on July 12, 2024.

On October 9, 2024, the Claimants (known for this purpose as "Applicants") requested the Ad-hoc Committee to continue the Stay of Enforcement until the annulment proceedings prescribed by the ICSID Convention ("Annulment Proceedings") concluded (the "Stay Request"). The Ad-hoc Committee subsequently decided to maintain the Stay of Enforcement until it had had an opportunity to review the parties' written submissions on the Stay Request. Following an agreed schedule, the parties submitted their comments on the Stay Request.

On January 21, 2025, the Ad-hoc Committee issued a decision confirming that it would maintain the Stay of Enforcement, conditional upon the Applicants providing security.

On March 7, 2025, the Ad-hoc Committee rejected Gabriel's proposed security arrangements and directed Gabriel to provide, within 30 days, a guarantee from a bank or demonstrably solvent third party, covering the Costs Order, including accrued interest. The Ad-hoc Committee noted that failure to provide a satisfactory guarantee within this timeframe will result in the automatic revocation of the Stay of Enforcement. The Applicant's subsequent request for a 30-day extension to provide the guarantee was partially granted, with the Ad-hoc Committee affording 15 days from the original April 7, 2025, deadline to secure a third-party bank guarantee for the full amount of the Costs Order in accordance with its directions The provision of the guarantee is not a condition for pursuing the Annulment Application.

Following any revocation of the Stay of Enforcement, further enforcement measures by Romania concerning the Cost Award are possible, and no assurance can be provided that these measures against the Group's assets will not have an adverse impact on the Company's financial condition and operations.

First Session of the Committee and Procedural Calendar

On February 3, 2025, the Ad-hoc Committee held its first session with the parties by video- conference (the "First Session"). The focus of the First Session was to discuss certain procedural matters that will govern the Annulment Proceedings, including a draft procedural calendar.

On February 11, 2025, the Ad-hoc Committee issued Procedural Order No. 1 ("PO1") establishing, amongst other things, a procedural calendar for the Annulment proceedings, including specific dates for the filing of submissions by the parties a (the "Procedural Calendar"). Pursuant to the Procedural Calendar, it is contemplated that the parties' principal written submissions will be filed throughout 2025, culminating in a two-day hearing in late January 2026.

The Procedural Calendar (as amended) sets the following key dates:

• Applicants' Memorial on Annulment: April 3, 2025.
• Romania's Counter-Memorial on Annulment: July 7, 2025.
• Applicants' 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).

All Procedural Orders of the Ad-hoc Committee, as well as the parties' principal submissions, will be published on the ICSID website. The Annulment Application and PO1 have been published on the ICSID website (https://icsid.worldbank.org/).

The Annulment Proceedings are not an appeal of the merits of the Arbitral Decision, but a procedure which would, if successful, extinguish the Arbitral Decision, including the Costs Order.

There can be no assurances that the Annulment Proceedings will result in a positive outcome for the Company or advance in a customary or predictable manner or be completed or settled within any specific or reasonable period of time. The resources necessary in pursuing such process are substantial and the costs, fees and other expenses and commitments payable in that connection may differ materially from Management's expectations.

Memorial on Annulment

On April 3, 2025, the Applicants submitted a Memorial on Annulment (the "Memorial") in accordance with the Procedural Calendar. The Memorial seeks annulment of the Arbitral Decision on the grounds set forth in Article 52(1)(a), (b), (d), and (e) of the ICSID Convention, namely: (i) that the Tribunal was not properly constituted; (ii) that the Tribunal manifestly exceeded its powers;

1. that the Tribunal seriously departed from a fundamental rule of procedure; and (iv) that the Tribunal failed to state the reasons on which the Arbitral Decision was based.

In particular, the Memorial identifies several undisclosed matters involving a Tribunal member learnt only following issuance of the Arbitral Decision that created a clear appearance of a lack of the requisite independence and impartiality under the ICSID Convention, fundamentally undermining the legitimacy and integrity of the ICSID Arbitration proceedings. These matters included non-disclosure of:

• Acting for a client during the ICSID Arbitration proceedings which was an NGO that actively campaigned against the Project and Gabriel's arbitration claims.
• Colleagues at the same Chambers simultaneously representing another NGO that intervened in the ICSID Arbitration proceedings as a vocal opponent of the Project and Gabriel's claims.
• Significant financial support provided to a study program of which he was director by LALIVE, the Respondent's Swiss arbitration counsel.
• Acquisition of Swiss nationality during the ICSID Arbitration, despite the Tribunal President also being Swiss and the Respondent's arbitration counsel being based in Switzerland.

In its Memorial, Gabriel also argues in the alternative that the liability decision of the Tribunal majority, Professors Tercier and Douglas (the "Majority"), contains fatal flaws warranting its annulment, including that:

• The Majority failed to apply applicable Romanian and international law, instead basing its decision on a subjective notion of equity.
• The Majority failed to address crucial aspects of Gabriel's claims, such as Romania's Prime Minister's recorded admission of the nationalization of the Project.
• The Majority failed to adequately state the reasons for its outcome-determinative liability conclusions including those regarding the State's demands for revised economics and their link to permitting; the State's actions and breaches of BIT standards; and the impact of the UNESCO World Heritage site listing.
• The Majority accepted Romania's former Prime Minister's witness statement into evidence but denied Gabriel the opportunity to cross-examine him, including on his key admission, despite his central role in the events.]

Rejection of Request for Extension of the Roșia Montană Exploitation License

In March 2024, RMGC submitted an application to the Romanian National Agency for Mineral Resources ("NAMR") for extension of the term of the License for an additional five years ("License Extension Application").

On June 20,2024, RMGC was notified that the NAMR had rejected its License Extension Application ("NAMR Decision").

The Company and RMGC strongly disagree with the NAMR Decision and intend to vigorously pursue all legal avenues to reinstate its rights.

On July 22, 2024, RMGC formally challenged the NAMR Decision by filing an administrative complaint with both NAMR and the Romanian Government. On August 22, 2024, NAMR, now rebranded as the National Regulatory Authority for Mining, Petroleum and Geological Storage of Carbon Dioxide, issued a decision rejecting the complaint as unfounded.

In December 2024, RMGC filed a claim with the Alba Iulia Court of Appeal seeking the annulment of the NAMR Decision. These legal proceedings are ongoing.

Liquidity

Cash and cash equivalents at December 31, 2024 were $1.0 million.

The Company's average monthly cash usage during Q4 2024 was $0.6 million (Q3 2024: $0.7 million), primarily reflecting the reduced level of ongoing operational spend together with limited ICSID Arbitration-related activity quarter on quarter following the Arbitral Decision in late Q1 2024.

At the end of Q4 2024, Gabriel had $1.0 million (US$0.7 million) unutilized from the prepayment of legal fees in respect of the Annulment Proceedings.

As at December 31, 2024, accruals for costs in respect of ICSID Arbitration-related matters amounted to $4.8 million (Q3 2024: $4.6 million), the difference reflecting payment of certain costs and very limited activity in the quarter post the Arbitral Decision, with the continuation of a fee agreement in respect of the deferral of payment of certain ICSID Arbitration costs incurred before the Arbitral Decision.

Capital Resources

Private Placement

On May 17, 2024, the Company announced the receipt of US$3.25 million (approximately $4.4 million) from a non-brokered private placement (the "2024 Private Placement"), with the remaining US$2.3 million ($3.1 million) committed participation failing to transpire.

Loan Agreements

On November 29, 2024, Gabriel announced it has entered into definitive agreements with certain shareholders in connection with short-term unsecured loans to provide an aggregate US$1.5 million of funding ("Loans") as a pre-cursor to a future financing from which proceeds the Loans would be repaid.

The purpose of securing the Loans was to provide the Company with an immediate infusion of short-term working capital to sustain its participation in the Annulment Proceedings and to fund its immediate operations.

The Loans were unsecured but ranked senior to any unsecured indebtedness of the Company, bearing interest at a rate of 12% per annum and were set to mature on the earlier of: (i) the first anniversary of the date of the Loans; (ii) the date falling five business days following the completion of a proposed financing; or (iii) upon the occurrence of an Event of Default (as such term is defined in the Loan agreements). The providers of these Loans agreed to settle the outstanding principal and accrued interest through the issuance of securities pursuant to the private placement referenced below.

Private Placements

On February 19, 2025, the Company announced a private placement of up to 114,152,000 units (each, a "Unit") for a price of $0.05 per Unit, for total proceeds of up to US$4 million (approximately $5.7 million) (the "Offering "), of which, after the settlement of Loans described above, the Company anticipated receiving approximately US$2.46 million in net proceeds. Each Unit will consist of one common share in the capital of the Company (each, a "Common Share"), one Common Share purchase warrant (each, a "Warrant") entitling the holder to purchase one Common Share at US$0.065 on or prior to March 6, 2030 and one contingent value right (each, a "CVR"). The CVRs entitle holders to a pro rata share of up to 65% of any future arbitral award proceeds, subject to a maximum aggregate CVR entitlement of C$1.689 billion.

In connection with the Offering, the Company entered into binding subscription agreements, on a non-brokered basis, with certain existing institutional and accredited investors, representing, in aggregate, expected subscription proceeds of US$3 million.

The Company also entered into shares-for-debt settlement agreements with the lenders of the Loans (collectively, the "Lenders") 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 Loans (the "Debt Settlement").

On March 6, 2025, the Company announced that it had completed an initial closing (the "Initial Closing") of the Offering, pursuant to which the Company issued a total of 65,637,400 Units for aggregate gross proceeds of US$2.3 million (approximately $3.3 million), of which a total of 29,297,971 Units were issued to certain of the Lenders in full and final settlement of US$1.03 million of outstanding indebtedness (including principal and interest) related to the Loans.

On the same date, the Company also announced it had entered into additional binding subscription agreements with certain eligible investors to acquire a total of 28,538,000 Units for aggregate subscription proceeds of US$1 million and accordingly, the full subscription of the US$4 million Offering. The Company intended to complete additional closings of the Offering during the course of March 2025 dependent on the TSXV approval of the Personal Information Forms ("PIFs") of an institutional and accredited investor, which have been submitted to the Exchange.

On April 7, 2025, the Company announced a second closing of the Offering where the Company issued a total of 19,976,600 Units for aggregate gross proceeds of US$0.7 million (approximately C$1 million). In addition, Gabriel noted that the subscription funds for the closing of the final tranche of the Offering had been committed and received by the Company to be held in escrow, pending the Exchange's review of the PIFs.

There can be no assurance, however, that the Offering will close as contemplated or at all.

Future Financing Requirements

Gabriel continues to manage its cash resources and its current and future financial obligations carefully and will use the proceeds from the Loan to fund the ongoing costs of the Annulment Proceedings and for general working capital requirements.

Excluding the Costs Order and amounts set aside for Annulment-related legal fees, on the basis of the Company's balance of cash and cash equivalents as at December 31, 2024, and taking into account (i) the proceeds from the fully subscribed Offering; and (ii) a fee agreement in respect of the deferral of payment of certain ICSID Arbitration costs, the Company believes that it has sufficient cash necessary to fund general working capital requirements together with other material estimated costs associated with the Company advancing the Annulment Proceedings through to June 2025.

Accordingly, Gabriel will need to secure further funding in order to pursue the Annulment Proceedings and for general working capital purposes, including to preserve its remaining assets, rights and permits.

The adverse Arbitral Decision, combined with Romania's June 2024 decision not to extend the License, and the potential for the Ad-hoc Committee to revoke the Stay of Enforcement, have significantly increased the uncertainty surrounding the Company's ability to secure funding, and have made more onerous the terms of such funding for both the Annulment Proceedings and the continuation of Gabriel's significantly curtailed operations.

Notwithstanding the Company's recent and historical funding, there can be no assurance that additional financing will be available to the Company at any time or, if available, that it can be obtained on terms and timing satisfactory to the needs of the Company.

These events and conditions indicate that a 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.

Other Recent Developments

Annual General Meeting ("AGM")

The Company held its AGM on October 23, 2024, and the resolutions adopted included: (i) reelecting Anna El-Erian, Jeffrey Couch, Dag Cramer, Ali Erfan, James Lieber and Dragos Tanase as directors of the Company; and (ii) re-appointing Ernst and Young LLP as auditors of the Company for the ensuing year and authorization of the directors of the Company to fix the auditor's remuneration.

Share Consolidation

On February 13, 2025, Gabriel announced that it had received approval of the TSXV for the consolidation of its issued and outstanding common shares (each, a "Share") on the basis of ten

1. pre-consolidationShares for each one (1) post-consolidation Share (the "Consolidation"). The Shares commenced trading on the TSXV on a consolidated basis effective at the opening of trading on Tuesday, February 18, 2025. The Company's name and trading symbol remain unchanged following the Consolidation. The new CUSIP number is 361970502 and the new ISIN number is CA3619705021 for the post-Consolidation Shares.

The Financial Statements have been retrospectively adjusted to reflect the Consolidation. As a result, the number of common shares, warrants, options, DSUs and issuance and exercise prices of options, DSUs and warrants, loss per share reflect the Consolidation.

Russia-Ukraine Conflict

Given, amongst other things, the geographical proximity of Romania to Ukraine, Gabriel is closely monitoring the situation in Ukraine with concern for all those who are impacted by the unfolding conflict and humanitarian crisis.

At this time, Gabriel has not experienced any material disruption to its operations, including its limited activities in Romania, as a consequence of the Russia-Ukraine conflict and the Group will continue to operate its business in accordance with the circumstances that arise. However, there is no guarantee that the current geo-political situation and the resulting economic developments will not adversely affect the Group's operations and financial condition in the future - this will depend on future developments that are highly uncertain. Gabriel will continue to monitor the situation, including any developments that could potentially impact on the Group's business and results of operations and make every effort to minimize any negative impact thereon.

Outlook

The Company's current plans for the following year are as follows:

• the advancement of the Annulment Proceedings;
• securing additional funding and carefully managing its cash resources; and
• the protection of its rights and interests in Romania.

Annual Summary

The annual summary is set out in the following table. The amounts are derived from the Financial Statements prepared under IFRS.

Operating loss in 2024 was $10.0 million, $14.5 million lower than in 2023 ($24.5 million) with the decrease arising from the following main factors:

• The Costs Order of $13.8 million, recognized in 2023.
• Stock-basedcompensation reversal was $0.8 million in 2024 compared to a cost of less than $0.1 million in 2023.
• Interest on the Arbitral costs order in 2024 was $0.6m with no prior year equivalent expense.
• As described below, 2024 corporate, general and administrative costs of $10.2 million were $0.5 million lower than in 2023, including $0.3 million lower costs related to the ongoing ICSID Arbitration, $0.2 million lower project obligations and community relations costs and $0.2 million lower travel and transportation costs offset by a payroll rise of $0.2m.
• The movement in "Other expenses / (income)" between 2024 and 2023, in aggregate $0.7 million, has arisen primarily due to Exchange losses of $0.8 million recognized in 2024 (2023 gain of $0.1million).

Total Assets

Total assets decreased by $2.9 million in 2024 from 2023, primarily reflecting: (i) the utilization of $10.1 million of cash to fund the Group's 2024 activities, offset by net aggregate cash inflows after issue costs of $6.6 million from financing activities described below; and (ii) a $0.8m increase in prepaid expenses/other receivables.

Total Liabilities

In 2024 total liabilities were $24.3 million, an increase of $3.6 million from 2023, comprised predominantly of the short-term Loans, interest accruing on the Arbitral costs order and an increase in payroll costs upon termination of contracts in December 2024.