2025 First Quarter Report

Table of Contents

Overview 3

Arbitration updates 4

Rejection of Request for Extension of the Roșia Montană Exploitation License 7

Other Recent Developments 7

Outlook 8

Result of Operations 8

Liquidity and Capital Resources 10

Commitments and Contingent Liabilities 12

Off-Balance Sheet Arrangements 13

Transactions Between Related Parties 13

Proposed Transactions 14

Critical Accounting Estimates 14

Changes in Accounting Policies including Initial Adoption 14

Financial Instruments and Other Instruments 14

Risks and Uncertainties 15

Forward-Looking Statements 15

This Management's Discussion and Analysis ("MD&A") provides a comprehensive overview of material changes in the financial condition and operational results of Gabriel Resources Ltd. ("Gabriel" or the "Company") and its subsidiaries (collectively, the "Group") as at, and for the three-month period ended March 31, 2025.

The MD&A should be read in conjunction with the Company's unaudited condensed consolidated interim financial statements and accompanying notes for the three months ended March 31, 2025 (the "Financial Statements"). The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), specifically International Accounting Standard IAS 34 ('Interim Financial Reporting'), as applicable to interim financial statements. Additionally, the Financial Statements should be reviewed alongside the audited consolidated financial statements and accompanying notes for the year ended December 31, 2024, which were also prepared in accordance with IFRS.

Unless otherwise stated, all monetary amounts presented in this MD&A are in Canadian dollars ("$"). This report is dated May 30, 2025, and the Company's public filings are accessible via the SEDAR+ website (https://www.sedarplus.ca).

This MD&A contains forward-looking statements regarding the Company's objectives, strategies, financial condition, and operations within the Group. These statements involve known and unknown risks, uncertainties, and other factors that may result in actual outcomes differing materially from those anticipated. Such forward-looking statements are based on the beliefs, expectations, reasonable investigation, and opinions of Company management ("Management") as of the MD&A's date. All forward-looking statements, including those not explicitly identified herein, are subject to the cautionary language provided on page 16. Readers are advised to refer to this section when reviewing any forward-looking statements.

‌OVERVIEW

Gabriel Resources Ltd. ("Gabriel" or the "Company") is a Canadian entity listed on the TSX Venture Exchange ("Exchange") under the symbol "GBU.V", with its common shares publicly traded. The Company's registered address is Suite 200 - 204 Lambert Street, Whitehorse, Yukon, Canada Y1A 1Z4.

For over two decades, Gabriel has been engaged in permitting and developing the Roșia Montană gold and silver project in Romania (the "Project"). The exploitation license for the Project ("License") was held for twenty-five years by Roșia Montană Gold Corporation S.A. ("RMGC"), a Romanian entity in which Gabriel maintains an 80.69% equity interest. The remaining 19.31% is held by Minvest Roșia Montană S.A. ("Minvest RM"), a Romanian state-owned mining company.

Over US$700 million has been invested in the development of the Project, including the delineation of two significant mineral deposits: the Rodu-Frasin site (epithermal gold and silver) and the Tarniţa site (porphyry copper-gold). Both deposits are located within the Bucium area, near Roşia Montană ("Bucium Projects"), and have been developed in compliance with all applicable laws, regulations, licenses, and permits.

Despite the Group's adherence to its legal obligations and its commitment to developing the Project as a high-quality, sustainable, and environmentally responsible mining operation-utilizing best available techniques-the Romanian State has obstructed and prevented the implementation of both the Project and the Bucium Projects. As a result, Gabriel had no viable alternative but to initiate arbitration proceedings against Romania in July 2015. Since then, the ICSID Arbitration (as defined below) has remained the Company's primary focus.

Any information presented in this MD&A regarding the Project (including the License), the Bucium Projects, and the Group's development activities in Romania is provided for contextual purposes only. It should not be construed as reflecting the Company's expectations, as of the date of this document, regarding the future advancement of these projects.

‌ARBITRATION UPDATES

On July 21, 2015, the Company and its subsidiary, Gabriel Resources (Jersey) Limited ("Gabriel Jersey") (collectively, the "Claimants"), initiated arbitration proceedings (the "ICSID Arbitration") before the World Bank's International Centre for Settlement of Investment Disputes ("ICSID") against the Romanian State (the "Respondent"). The Claimants sought compensation for losses and damages resulting from the Romanian State's treatment of their investments in Romania, which allegedly violated bilateral investment protection treaties. Since then, the ICSID Arbitration has remained the Company's primary focus.

Key milestones in the ICSID Arbitration have been previously disclosed in the Company's quarterly and annual filings, available at https://www.sedarplus.ca. These unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 (the "Financial Statements") reflect the Company and its subsidiaries' (the "Group") primary focus on the ICSID Arbitration. Adjustments have been made, where appropriate, to incorporate the impact of the Arbitral Decision (defined below).

• Arbitral Decision

  On March 8, 2024, the presiding Arbitral Tribunal (the "Tribunal") rendered its final decision in the ICSID Arbitration, dismissing the claims brought against the Romanian State by the Claimants. The ruling was issued by a two-to-one majority, with one arbitrator dissenting. Additionally, the Tribunal awarded the Respondent reimbursement for costs incurred during the proceedings (the "Arbitral Decision").

  The Arbitral Decision included a cost order of approximately US$10 million, requiring the Respondent to be reimbursed for half of the legal fees and expenses incurred in the ICSID Arbitration ("Costs Order"). The amount payable accrues simple interest from the date of the Arbitral Decision at the 3-month US Treasury rate.

• Enforcement of Costs Order by the Respondent

  On April 4, 2024, the Company announced that the Government of Romania had requested the Claimants to settle the Costs Order and expressed its intent to pursue enforcement action. Subsequently, the Romanian State sought precautionary measures to restrict the sale or transfer of the shares held by Gabriel Jersey in Roșia Montană Gold Corporation S.A. ("RMGC"), a subsidiary of the Company ("RMGC Shares"), pending settlement of the Costs Order (the "Precautionary Seizure").

  The Company considers the Precautionary Seizure to be premature and procedurally flawed. In response, Gabriel Jersey and RMGC have initiated legal proceedings before the Romanian courts to challenge its enforcement and seek its annulment.

  On July 11, 2024, the Bucharest Court of Appeal dismissed Gabriel Jersey's claim seeking the annulment of the Precautionary Seizure. This decision is now subject to appeal before the High Court of Cassation and Justice. Gabriel remains committed to vigorously challenging the Precautionary Seizure through legal proceedings and will continue to defend its rights and interests in Romania and other jurisdictions.

• Annulment Application

  On July 5, 2024, the Claimants submitted an application under Article 52 of the ICSID Convention, outlining the grounds for annulment of the Arbitral Decision (the "Annulment Application"). Among other requests, the Annulment Application sought a provisional stay of enforcement of the Award (including the Costs Order) until the Ad-hoc Committee of ICSID ruled on the matter (the "Stay of Enforcement"). On July 12, 2024, the Acting Secretary-General of ICSID registered the Annulment Application and formally notified the parties of the provisional Stay of Enforcement.

• Appointment of Ad-Hoc Committee

  An annulment action is adjudicated by the Ad-hoc Committee, a three-member panel of arbitrators appointed by the Chairman of the Administrative Council of ICSID. On October 8, 2024, the Chairman appointed an Ad-hoc Committee comprising Dr. Eduardo Zuleta (Colombian) as President, alongside 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 the Applicants' proposed security arrangements and directed them to provide, within 30 days, a guarantee from a bank or a demonstrably solvent third party covering the Costs Order, including accrued interest. The Committee emphasized that failure to provide a satisfactory guarantee within this timeframe would result in the automatic revocation of the Stay of Enforcement. The Applicants subsequently requested a 30-day extension to secure the guarantee, which was partially granted. The Committee allowed an additional 15 days beyond the original April 7, 2025, deadline to obtain a third-party bank guarantee for the full amount of the Costs Order in accordance with its directives. The provision of this guarantee is not a condition for pursuing the Annulment Application.

  As Gabriel was unable to meet the condition imposed by the Ad-hoc Committee, the Stay of Enforcement was lifted effective April 25, 2025. As a result, the Respondent 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.

• First Session of the Committee and Procedural Calendar

  On February 3, 2025, the Ad-hoc Committee held its first session with the parties via video conference (the "First Session"). The First Session focused on procedural matters governing the Annulment Proceedings, including discussions on a draft procedural calendar.

  On February 11, 2025, the Ad-hoc Committee issued Procedural Order No. 1 ("PO1"), which, among other provisions, established a procedural calendar for the Annulment Proceedings. The Procedural Calendar outlines specific deadlines for the filing of submissions by the parties throughout 2025, culminating in a two-day hearing scheduled for late January 2026.

  The Procedural Calendar (as amended) outlines the following key dates for the Annulment Proceedings.:

  • April 3, 2025 Applicants' Memorial on Annulment

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

  • September 1, 2025 Applicants' Reply on Annulment

  • November 3, 2025 Romania's Rejoinder on Annulment

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

• 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:

  1. that the Tribunal was not properly constituted;

  2. that the Tribunal manifestly exceeded its powers;

  3. that the Tribunal seriously departed from a fundamental rule of procedure; and

  4. 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 a Non-Governmental Organization ("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 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 failed to address crucial aspects of Gabriel's claims, such as Romania's former Prime Minister's recorded admission of the nationalization of the Project.

• 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.

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 therewith may differ materially from the Company's expectations.

‌REJECTION OF REQUEST FOR EXTENSION OF THE ROȘIA MONTANĂ EXPLOITATION LICENSE

In March 2024, Roșia Montană Gold Corporation S.A. ("RMGC") submitted an application to the Romanian National Agency for Mineral Resources ("NAMR") requesting a five-year extension of the exploitation license (the "License Extension Application"), a right to which RMGC is legally entitled under Romanian law.

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

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.

The Company strongly believes that the justifications provided by NAMR are pretextual. As a result, Gabriel and RMGC have initiated litigation to defend and reinstate their legal rights.

‌OTHER RECENT DEVELOPMENTS

• Financing

  On February 19, 2025, the Company announced a private placement of up to 114,152,000 units (each, a "Unit") at a price of C$0.05 per Unit (the "2025 Financings"). Each Unit consists of:

  • One common share in the capital of the Company.

  • One common share purchase warrant, entitling the holder to acquire one common share at an exercise price of C$0.065 per share, valid for five years from the date of issuance.

  • 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 settlements or arbitral awards irrevocably made in their favor in relation to future arbitration claims concerning the Company's investment rights in Romania

    The 2025 financings were completed prior to the issuance of this MD&A.

• Share Consolidation

  On February 13, 2025, the Company completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for ten pre-consolidation common shares (the "Share Consolidation"). The exercise price and number of common shares issuable pursuant to the exercise of any outstanding convertible securities, including incentive stock options and warrants, were also adjusted in accordance with the Share Consolidation. The numbers of outstanding securities and other relevant information including but not limited to price per share, and exercise prices of convertible securities presented in the MD&A and the Financial Statements have been retroactively adjusted accordingly, unless otherwise specified.

• 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.

  ‌RESULT OF OPERATIONS

  For the three months ended:

  March 31, 2025 ("Q125") ($)

  December 31, 2024

  ("Q424") ($)

  September 30, 2024

  ("Q324") ($)

  June 30, 2024 ("Q224") ($)

  Statements of loss and comprehensive loss

  Loss - attributable to owners of

  parent

  3,565 3,167 2,656 3,229

  Loss per share - basic and diluted 0.02 0.03 0.02 0.01

  Statements of cash flow

  Cash provided by (used in)

  1,716 2,174 - 4,399

  financing activities

  Statements of loss and comprehensive loss

  For the three months ended:

  March 31, 2024 ("Q124") ($)

  December 31, 2023

  ("Q423") ($)

  September 30, 2023

  ("Q323") ($)

  June 30, 2023 ("Q223") ($)

  Loss - attributable to owners of

  parent

  1,818 16,888 3,365 2,646

  Loss per share - basic and diluted 0.02 0.16 0.01 0.03

  Statements of cash flow

  Cash provided by (used in)

  - 3,232 - 6,390

  financing activities

  As of:

  March 31, 2025

  ($)

  December 31, 2024

  ($)

  September 30, 2024

  ($)

  June 30, 2024

  ($)

  Statements of financial position

  Working capital (deficiency)	(17,767)	(17,440)	(14,677)	(11,958)
  Total assets	1,279 March 31, 2024	2,254 December 31, 2023	2,266 September 30, 2023	4,783 June 30, 2023)
  For the three months ended:	($)	($)	($)	($)
  Statements of financial position
  Working capital (deficiency)	(13,078)	4,925	(2,584)	223
  Total assets	3,057	5,203	5,855	8,366

  Three Months Ended March 31, 2025 compared with the Three Months Ended March 31, 2024

  In Q1 2025, the Company incurred a net loss of $3,565, reflecting an increase of $1,747 compared to the net loss of

  $1,818 in Q1 2024. The increase was primarily driven by:

• An increase in corporate, general, and administrative expenses of $461

• An increase in interest related to the arbitral costs order of $113

• A decrease in share-based payments recovery of $688

• An increase in foreign exchange loss of $412

  Expenses

  Q125 Q124 Change

  $ $ $

  Expenses

  Corporate, general and administrative	2,793	2,332		461
  Depreciation	6	3		3
  Interest in arbitral costs order	159	46		113
  Share-based payments (recovery)	(3)	(691)		688
  Total expenses	(2,955)	(1,690)		(1,245)

• Corporate, general and administrative

  	Q125 $	Q124 $		Change $
  External communications	-	14		(14)
  Finance, audit, accounting, and compliance	337	381		(44)
  ICSID Arbitration-related costs	1,197	148		1,049
  Information technology	40	83		(43)
  Legal	21	143		(122)
  Office rental and utilities	42	54		(12)
  Other	26	128		(102)
  Personnel	994	924		70
  Project obligations and community relations	2	169		(167)
  Property taxes	122	202		(80)
  Travel and transportation	12	86		(74)
  	2,793	2,332		461

  In Q1 2025, corporate, general, and administrative expenses totaled $2,793, representing an increase of $461 compared to $2,332 in Q1 2024. This increase was primarily driven by higher ICSID Arbitration-related costs, partially offset by reduced payroll expenses.

  ICSID Arbitration-related costs in Q1 2025 relate to legal and advisory services provided to the Company, primarily in connection with the preparation and submission of the Annulment Application.

  Personnel costs include management fees, directors' fees, consulting fees, and salaries and wages.

  Finance costs comprise audit, tax, and other accounting fees for the Company and its subsidiaries, along with regulatory compliance costs such as registrar and exchange fees.

  Legal expenses encompass ongoing corporate legal advisory services across the Group, particularly in Romania, including matters related to the License Extension Application.

  Project obligations and community relations expenditures reflect the ongoing costs of maintaining compliance with the License and other regulatory requirements in Romania. These include real estate maintenance for RMGC-owned land and buildings, preservation of historical structures, document management, and other administrative activities. These costs also include expenses incurred with related parties, such as SC Total Business Land SRL ("TBL"), a Romanian entity controlled by current and former RMGC employees (see "Transactions Between Related Parties" section).

• Interest in arbitral costs order

  This represents the interest accrued on the Costs Order, calculated based on the 3-month U.S. Treasury rate.

• Share-based payments (recovery)

  These amounts primarily relate to the recognition of the fair value of options granted during the vesting period, as well as the fair value adjustments of deferred share units ("DSUs") at each reporting period. Previously recognized share-based payments associated with forfeited options are reversed and recorded as a recovery at the date of forfeiture.

  Other income (expenses)
  	Q125	Q124		Change
  	$	$		$
  Other income (expenses) Doubtful debt expense	(19)	(19)		-
  Interest income	4	24		(20)
  Finance costs	(50)	-		(50)
  Foreign exchange loss	(545)	(133)		(412)
  	(610)	(128)		(482)

• Finance costs

  This primarily represents the interest accrued on the shareholder loan raised on November 29, 2024.

• Foreign exchange gain (loss)

  This is primarily due to the translation of the Company's financial assets and liabilities denominated in currencies other than the Canadian dollar (CA$) into CA$.

  ‌LIQUIDITY AND CAPITAL RESOURCES

  As of March 31, 2025, the Company reported a working capital deficiency of $17,767, compared to $17,440 as at December 31, 2024. This amount includes cash and cash equivalents of $269, reflecting a decrease from $999 as of December 31, 2024.

  The decrease in cash is primarily the result of

• Cash flow used in operating activities of $2,449

• Cash flow used in investing activities of $nil

• Cash flow provided by financing activities of $1,716

  Cash flow used in operating activities

  Cash used in Q1 2025 primarily reflects the net loss, adjusted for non-cash items, totaling $2,833 which was partially offset by a decrease in prepaid expenses and supplies of $306 and an increase in trade and other payables of $144.

  Cash flow provided by activities

  During Q1 2025, the Company completed a partial closing of the 2025 Financings, issuing 36,339,429 Units for cash proceeds of $1.8 million.

  As of March 31, 2025, the Company reported total liabilities of $23,518, representing a decrease of $721 from $24,339 as at December 31, 2024. The decrease primarily reflects a $1,438 reduction in other current liabilities, partially offset by an increase in the arbitral costs order.

  In connection with the partial closing of the 2025 Financings in Q125, the Company issued 29,297,971 Units to settle a

  $1,479 (US$1.03 million) shareholder loan raised on November 29, 2024.

  The increase in the arbitral costs order in Q1 2025 primarily reflects the recognition of $159 in interest, along with a revaluation of the amount based on the prevailing United States dollar (US$)/ CA$ spot rate as of March 31, 2025, totaling

  $429.

  As of March 31, 2025, the Company's shareholders' deficit totaled $22,320, reflecting an increase of $235 from $22,085 as of December 31, 2024. This change primarily resulted from the net loss incurred in Q1 2025, partially offset by an increase in share capital following the partial completion of the 2025 Financings.

  Outstanding Share Data

  As of March 31, 2025, and December 31, 2024, the Company had 191,267,384 and 125,629,984 post-consolidated common shares issued and outstanding, respectively.

  Subsequent to March 31, 2025, the Company completed the remaining 2025 Financings, issuing 14,648,985 Units to settle $0.7 million of the remaining shareholder loan raised on November 29, 2024. Additionally, the Company issued 33,865,615 Units for gross proceeds of $1.7 million.

  As of the date of this MD&A, the Company's issued and outstanding equity consists of:

• 239,781,984 post-consolidated common shares

• 114,152,000 share purchase warrants

• 2,262,801 stock options

Future Financing Requirements

Gabriel continues to manage its cash resources prudently while addressing its current and future financial obligations. The Company intends to utilize proceeds from the Loan to fund ongoing costs related to the Annulment Proceedings and general working capital requirements.

The Company continues to carefully manage its cash resources and financial obligations to support the ongoing costs of the Annulment Proceedings and general working capital requirements. Excluding the Costs Order and amounts allocated for Annulment-related legal fees, based on the Company's cash and cash equivalents as of March 31, 2025, and considering a fee agreement deferring payment of certain ICSID Arbitration costs, the Company believes it has sufficient liquidity to fund general working capital needs and other material estimated costs associated with advancing the Annulment Proceedings through June 2025.

However, Gabriel will need to secure additional funding to continue pursuing the Annulment Proceedings and to meet general working capital requirements, including the preservation of its remaining assets, rights, and permits.

The adverse Arbitral Decision, the NAMR Decision, and the termination of the Stay of Enforcement have significantly increased uncertainty regarding the Company's ability to obtain financing, while also making the terms of such funding more onerous for both the Annulment Proceedings and the continuation of the Company's significantly curtailed operations.

Despite the Company's recent and historical fundraising efforts, there is no assurance that additional financing will be available when needed or, if accessible, that it can be obtained on terms and within timeframes suitable for the Company's requirements.

These factors indicate the presence of material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern, potentially impacting its ability to realize assets and settle liabilities in the normal course of business.

‌COMMITMENTS AND CONTINGENT LIABILITIES

Commitments

The following table provides a summary of the Group's contractual commitments, including scheduled payments due over the next five years and thereafter:

1. RMGC holds concession agreements with the Local Councils of Roșia Montană and Abrud, granting exploitation rights to properties located in and around one of the Project's proposed open pits. These agreements have approximately 30 years remaining, with an annual payment of approximately $35,000 (Romanian leu equivalent).

2. The Group has entered into lease agreements for various premises over different periods. The annual rental obligations comprise a fixed minimum rent, along with applicable taxes, maintenance costs, and, in certain instances, utility expenses.

   Contingent Liabilities

   The Company has several contingent liabilities, including the following:

   • Litigation: Except for the arbitration discussed in Note 1, the Company is involved in litigation matters and claims arising in the ordinary course of business (the "Other Litigation"). While the potential liability associated with these pending claims cannot be estimated or predicted with certainty, management does not consider the Company's exposure to the Other Litigation to be material to the financial statements.

   • CVRs: On February 19, 2025, the Company announced the 2025 Financings, which included the issuance of 114,152,000 Contingent Value Rights ("CVRs") (Note 9). Each CVR entitles the holder, subject to certain limitations and exclusions, to a pro rata share of up to 65% of any proceeds received by the Company and/or its affiliates from settlements or arbitral awards irrevocably made in their favor in connection with future arbitration claims concerning the Company's investment rights in Romania.

   • Arbitration Value Rights ("AVRs"): The Company has issued 95,625 Arbitration Value Rights ("AVRs"), which entitle the holders to a share of proceeds from any settlement or arbitral award irrevocably made in favor of the Company and/or any of its affiliates in connection with the ICSID Arbitration claim. The entitlements are structured as follows:

     • 55,000 AVRs: Holders are entitled to a pro rata share of 7.5% of any such proceeds, subject to a maximum aggregate entitlement of $175 million among all holders of these AVRs.

     • 40,625 AVRs: Holders are entitled to a pro rata share of 5.54% of any such proceeds, subject to a maximum aggregate entitlement of $129.3 million among all holders of these AVRs.

   • Key Employee Engagement Plan ("KEEP"): In 2016, the Company established the KEEP, an arbitration-focused retention and incentive program designed to ensure the long-term participation and motivation of the Group's personnel, including executive management, employees, non-executive directors, and other contributors, in pursuing the ICSID Arbitration through to a successful recovery. KEEP is structured as a trust, established by the Claimants as settlors, pursuant to a trust agreement dated July 2016, as amended. Under its terms and conditions, in the event that an arbitral award is rendered in favor of the Company or a settlement is accepted in connection with the ICSID Arbitration proceedings, the Company will facilitate a cash payment to the KEEP trust.

     Following the receipt of proceeds awarded to the Company, including any non-monetary consideration, the Company will facilitate a payment to the KEEP trust. This payment will be made after deducting any applicable taxes, whether payable or required to be withheld by the Company or by law, and will be calculated as follows:

     • 7.5% of the first US$500 million of proceeds.

     • 2.5% of any proceeds exceeding US$500 million.

   • Deferred Salary Initiative ("DSI"): Effective February 1, 2022, certain employees of the Group agreed to a 20% reduction in their base salary under the DSI. The Company holds a contingent liability to compensate certain affected employee with an amount equivalent to 150% of their accumulated Deferred Salary, payable under the following conditions: i) within 60 days following the receipt of any proceeds received by the Company and/or its affiliates pursuant to a settlement or arbitral award irrevocably made in its favor in relation to the ICSID Arbitration claim, provided such proceeds are sufficient to fully satisfy the aggregate accumulated Deferred Salary; or ii)within 90 days following a change of control of the Company. Similarly, effective April 1, 2022, the Company's directors agreed to defer 20% of their fees under the same terms. Accruals of deferred salary under the DSI ceased for directors as of October 1, 2024 and for management as of December 1, 2024 (collectively the "Cease Date of DSI"). After the Cease Date of DSI, the Company accrues no further obligations under the DSI.

‌OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2025, and the date of this MD&A, the Company did not have any off-balance sheet financing arrangements.

‌TRANSACTIONS BETWEEN RELATED PARTIES

Key management personnel include those persons having the authority and responsibility of planning, directing, and executing the activities of the Group. The Company has determined that its key management personnel consist of the Company's officers and directors.

The Group had related party transactions with associated persons or corporations, which were undertaken in the normal course of operations as follows:

• In July 2015, the Company entered into a services agreement with SC Total Business Land SRL ("TBL"), a Romanian entity controlled by current and former employees of RMGC, including the Company's Chief Executive Office ("CEO"). TBL was established following the Company's initiation of the ICSID Arbitration, with the objective of providing specialized services-such as archaeology, land planning and surveying, permitting, environmental assessment, and digital solutions-to the Romanian market. This arrangement allowed the Group to significantly reduce its cost base while ensuring compliance with its License obligations.

• The services agreement with TBL is terminable by either party with 30 days' notice and covers the provision of manpower to RMGC, primarily for real estate maintenance on RMGC-owned land and buildings, preservation of historical structures, underground works, document management, and other administrative functions.

• In December 2015, RMGC entered into an agreement with TBL to lease office space in Alba Iulia at a fixed rate. This agreement was terminated in May 2024. In April 2024, the Group entered into a new agreement for the sub-lease of office space in Bucharest, including the recharging of applicable rent and utilities costs

• In October 2020, TBL entered into an amended lease agreement with RMGC, originally established in August 2018, for the use of vehicles owned by TBL in RMGC's operations. The agreement also includes the recharge of tax, insurance, and maintenance-related costs incurred by TBL to RMGC. The lease term is 12 months.

‌PROPOSED TRANSACTIONS

No transactions are proposed.

‌CRITICAL ACCOUNTING ESTIMATES

The preparation of our Financial Statements requires management to use judgment and make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amount of expenses during the period. Actual results could materially differ from these estimates. Refer to note 5 of our annual audited consolidated financial statements for the year ended December 31, 2024 for a more detailed discussion of the critical accounting estimates and judgments.

‌CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

There were no new or amended IFRS pronouncements effective January 1, 2025 that impacted the Financial Statements.

‌FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating the risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company's operations. These financial risks and the Company's exposure to these risks are provided in various tables in note 16 of the Financial Statements and note 22 of our audited consolidated financial statements for the year ended December 31, 2024. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 5 of the consolidated financial statements for the year ended December 31, 2024.

‌RISKS AND UNCERTAINTIES

An investment in the Company's common shares is subject to risks and uncertainties. A comprehensive discussion of significant risk factors is provided in the "Risks and Uncertainties" section of the Company's annual Management's Discussion and Analysis (MD&A) for the year ended December 31, 2024, available at https://www.sedarplus.ca. This section outlines both existing and potential material risks to the Group's business.

The risks described in the "Risks and Uncertainties" section are not exhaustive. Additional risks and uncertainties, currently unknown to the Company or considered immaterial at present, may become significant over time. The realization of any such risks could materially and adversely impact the Group's business, financial condition, operating results, and/or the market price of Gabriel's securities.

‌FORWARD-LOOKING STATEMENTS

This MD&A 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 MD&A, 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 ICSID Arbitration 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, uncertainties associated with: the ICSID Arbitration (including but not limited to the Annulment Proceedings), actions by the Romanian Government or affiliates thereof, the impact of current or future litigation against the Group, conditions or events impacting the Company's ability to fund its operations (including but not limited to the sourcing and completion of additional funding), the ability to progress exploration, development and operation of mining properties and 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 above and 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, outlook, 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" 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 potential revocation of the Stay of Enforcement;

• the ability of the Company to close the Offering and 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 Arbitration (including, but not limited to, the 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 MD&A 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.

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

The accompanying unaudited interim financial statements of Gabriel Resources Ltd. for the three months ended March 31, 2025, have been prepared by the management of the Company and approved by the Company's Audit Committee and the Company's Board of Directors.

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management.

Table of Contents

Condensed Consolidated Interim Statements of Financial Position (unaudited) 4

Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (unaudited) 5

Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Deficiency) (unaudited) 6

Condensed Consolidated Interim Statements of Cash Flows (unaudited) 7

Notes to the Condensed Consolidated Interim Financial Statements (unaudited) 8

1. Corporate information and continuance of operations 8

2. Material accounting policies and basis of preparation 12

3. Prepaid expenses and supplies 13

4. Trade and other payables 13

5. Resettlement liabilities 13

6. Arbitral costs order 13

7. Other current liabilities 14

8. Deferred arbitration fees 15

9. Share capital 15

10. Corporate, general and administrative 17

11. Related party transactions 18

12. Commitments 19

13. Contingent liabilities 19

14. Segmented information 20

15. Capital management 21

16. Financial instruments 21

‌Condensed Consolidated Interim Statements of Financial Position (unaudited) (Expressed in thousands of Canadian dollars unless otherwise specified)

These unaudited condensed consolidated interim financial statements were approved for issue by the Board of Directors and signed on its behalf by:

/s/ Anna El-Erian Director /s/ James Lieber Director

‌Condensed Consolidated Interim Statements of Loss and Comprehensive Loss (unaudited) (Expressed in thousands of Canadian dollars, except per share data, unless otherwise specified)

For the three months ended

Basic and diluted loss per share for the period attributable to common (0.02) (0.02) shareholders ($ per common share)

Weighted average number of common shares outstanding - basic and diluted

144,591,900 103,605,300

‌Condensed Consolidated Interim Statements of Changes in Shareholders' Equity (Deficiency) (unaudited) (Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

‌Condensed Consolidated Interim Statements of Cash Flows (unaudited) (Expressed in thousands of Canadian dollars unless otherwise specified)

For the three months ended

Effects of exchange rate changes on cash and cash equivalents 3 (2)

‌Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Three Months Ended March 31, 2025

(Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

1. ‌CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS

   Gabriel Resources Ltd. ("Gabriel" or the "Company") is a Canadian entity listed on the TSX Venture Exchange ("Exchange") under the symbol "GBU.V", with its common shares publicly traded. The Company's registered address is Suite 200 - 204 Lambert Street, Whitehorse, Yukon, Canada Y1A 1Z4.

   For over two decades, Gabriel has been engaged in permitting and developing the Roșia Montană gold and silver project in Romania (the "Project"). The exploitation license for the Project ("License") was held for twenty-five years by Roșia Montană Gold Corporation S.A. ("RMGC"), a Romanian entity in which Gabriel maintains an 80.69% equity interest. The remaining 19.31% is held by Minvest Roșia Montană S.A. ("Minvest RM"), a Romanian state-owned mining company.

   Over US$700 million has been invested in the development of the Project, including the delineation of two significant mineral deposits: the Rodu-Frasin site (epithermal gold and silver) and the Tarniţa site (porphyry copper-gold). Both deposits are located within the Bucium area, near Roşia Montană ("Bucium Projects"), and have been developed in compliance with all applicable laws, regulations, licenses, and permits.

   On July 21, 2015, the Company and its subsidiary, Gabriel Resources (Jersey) Limited ("Gabriel Jersey") (collectively, the "Claimants"), initiated arbitration proceedings (the "ICSID Arbitration") before the World Bank's International Centre for Settlement of Investment Disputes ("ICSID") against the Romanian State (the "Respondent"). The Claimants sought compensation for losses and damages resulting from the Romanian State's treatment of their investments in Romania, which allegedly violated bilateral investment protection treaties. Since then, the ICSID Arbitration has remained the Company's primary focus.

   Key milestones in the ICSID Arbitration have been previously disclosed in the Company's quarterly and annual filings, available at https://www.sedarplus.ca. These unaudited condensed consolidated interim financial statements for the three months ended March 31, 2025 (the "Financial Statements") reflect the Company and its subsidiaries' (the "Group") primary focus on the ICSID Arbitration. Adjustments have been made, where appropriate, to incorporate the impact of the Arbitral Decision (defined below).

   • Arbitral Decision

     On March 8, 2024, the presiding Arbitral Tribunal (the "Tribunal") rendered its final decision in the ICSID Arbitration, dismissing the claims brought against the Romanian State by the Claimants. The ruling was issued by a two-to-one majority, with one arbitrator dissenting. Additionally, the Tribunal awarded the Respondent reimbursement for costs incurred during the proceedings (the "Arbitral Decision").

     The Arbitral Decision included a cost order of approximately US$10 million, requiring the Respondent to be reimbursed for half of the legal fees and expenses incurred in the ICSID Arbitration ("Costs Order"). The amount payable accrues simple interest from the date of the Arbitral Decision at the 3-month US Treasury rate.

   • Enforcement of Costs Order by the Respondent

On April 4, 2024, the Company announced that the Government of Romania had requested the Claimants to settle the Costs Order and expressed its intent to pursue enforcement action. Subsequently, the Romanian State sought precautionary measures to restrict the sale or transfer of the shares held by Gabriel Jersey in Roșia Montană Gold Corporation S.A. ("RMGC"), a subsidiary of the Company ("RMGC Shares"), pending settlement of the Costs Order (the "Precautionary Seizure").

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Three Months Ended March 31, 2025

(Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

1. CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS (CONTINUED)

   • Enforcement of Costs Order by the Respondent (continued)

     The Company considers the Precautionary Seizure to be premature and procedurally flawed. In response, Gabriel Jersey and RMGC have initiated legal proceedings before the Romanian courts to challenge its enforcement and seek its annulment.

     On July 11, 2024, the Bucharest Court of Appeal dismissed Gabriel Jersey's claim seeking the annulment of the Precautionary Seizure. This decision is now subject to appeal before the High Court of Cassation and Justice. Gabriel remains committed to vigorously challenging the Precautionary Seizure through legal proceedings and will continue to defend its rights and interests in Romania and other jurisdictions.

   • Annulment Application

     On July 5, 2024, the Claimants submitted an application under Article 52 of the ICSID Convention, outlining the grounds for annulment of the Arbitral Decision (the "Annulment Application"). Among other requests, the Annulment Application sought a provisional stay of enforcement of the Award (including the Costs Order) until the Ad-hoc Committee of ICSID ruled on the matter (the "Stay of Enforcement"). On July 12, 2024, the Acting Secretary-General of ICSID registered the Annulment Application and formally notified the parties of the provisional Stay of Enforcement.

   • Appointment of Ad-Hoc Committee

     An annulment action is adjudicated by the Ad-hoc Committee, a three-member panel of arbitrators appointed by the Chairman of the Administrative Council of ICSID. On October 8, 2024, the Chairman appointed an Ad-hoc Committee comprising Dr. Eduardo Zuleta (Colombian) as President, alongside 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 the Applicants' proposed security arrangements and directed them to provide, within 30 days, a guarantee from a bank or a demonstrably solvent third party covering the Costs Order, including accrued interest. The Committee emphasized that failure to provide a satisfactory guarantee within this timeframe would result in the automatic revocation of the Stay of Enforcement. The Applicants subsequently requested a 30-day extension to secure the guarantee, which was partially granted. The Committee allowed an additional 15 days beyond the original April 7, 2025, deadline to obtain a third-party bank guarantee for the full amount of the Costs Order in accordance with its directives. The provision of this guarantee is not a condition for pursuing the Annulment Application.

As Gabriel was unable to meet the condition imposed by the Ad-hoc Committee, the Stay of Enforcement was lifted effective April 25, 2025. As a result, the Respondent 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.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Three Months Ended March 31, 2025

(Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

1. CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS (CONTINUED)

   • First Session of the Committee and Procedural Calendar

     On February 3, 2025, the Ad-hoc Committee held its first session with the parties via video conference (the "First Session"). The First Session focused on procedural matters governing the Annulment Proceedings, including discussions on a draft procedural calendar.

     On February 11, 2025, the Ad-hoc Committee issued Procedural Order No. 1 ("PO1"), which, among other provisions, established a procedural calendar for the Annulment Proceedings. The Procedural Calendar outlines specific deadlines for the filing of submissions by the parties throughout 2025, culminating in a two-day hearing scheduled for late January 2026.

     The Procedural Calendar (as amended) outlines the following key dates for the Annulment Proceedings.:

     • April 3, 2025 Applicants' Memorial on Annulment

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

     • September 1, 2025 Applicants' Reply on Annulment

     • November 3, 2025 Romania's Rejoinder on Annulment

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

     On April 3, 2025, the Applicants submitted a Memorial on Annulment in accordance with the Procedural Calendar.

     All Procedural Orders issued by the Ad-hoc Committee, along with the parties' principal submissions, will be published on the ICSID website. The Annulment Application and PO1 are available 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 therewith may differ materially from the Company's expectations.

   • Rejection of Request for Extension of the Roșia Montană Exploitation License

In March 2024, Roșia Montană Gold Corporation S.A. ("RMGC") submitted an application to the Romanian National Agency for Mineral Resources ("NAMR") requesting a five-year extension of the exploitation license (the "License Extension Application"), a right to which RMGC is legally entitled under Romanian law.

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

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.

The Company strongly believes that the justifications provided by NAMR are pretextual. As a result, Gabriel and RMGC have initiated litigation to defend and reinstate their legal rights.

Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

For the Three Months Ended March 31, 2025

(Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

1. CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS (CONTINUED)

   Going Concern

   As of March 31, 2025, the Company had working capital deficiency of $17.7 million (December 31, 2024 - $17.4 million) and accumulated deficit of $1,225 million (December 31, 2024 - $1,221 million). Subsequent to March 31, 2025, the Company completed a private placement with an amount of $2.4 million (Note 9).

   The Company continues to carefully manage its cash resources and financial obligations to support the ongoing costs of the Annulment Proceedings and general working capital requirements. Excluding the Costs Order and amounts allocated for Annulment-related legal fees, based on the Company's cash and cash equivalents as of March 31, 2025, and considering a fee agreement deferring payment of certain ICSID Arbitration costs, the Company believes it has sufficient liquidity to fund general working capital needs and other material estimated costs associated with advancing the Annulment Proceedings through June 2025.

   Accordingly, the Company will need to secure additional funding to continue pursuing the Annulment Proceedings and to support general working capital requirements. The adverse Arbitral Decision, the NAMR Decision, and the termination of the Stay of Enforcement have significantly increased uncertainty regarding the Company's ability to obtain financing, while also making the terms of such funding more onerous for both the Annulment Proceedings and the continuation of the Company's significantly curtailed operations.

   Despite the Company's historical and recent fundraising efforts, there is no assurance that sufficient additional financing will be available at any time or, if available, that it can be secured on terms and within a timeframe that meets the Company's needs.

   These events and conditions indicate material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. As a result, the Company may be unable to realize its assets or discharge its liabilities in the normal course of business.

   The Financial Statements do not reflect adjustments to the carrying values of assets or liabilities, reported expenses, or consolidated statement of financial position classifications that would be necessary if the Company were unable to continue as a going concern. Such adjustments could be material.

   Share Consolidation

   On February 13, 2025, the Company completed a consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for ten pre-consolidation common shares (the "Share Consolidation"). The exercise price and number of common shares issuable pursuant to the exercise of any outstanding convertible securities, including incentive stock options and warrants, were also adjusted in accordance with the Share Consolidation. The numbers of outstanding securities and other relevant information including but not limited to price per share, and exercise prices of convertible securities presented in the Financial Statements have been retroactively adjusted accordingly, unless otherwise specified.

   Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

   For the Three Months Ended March 31, 2025

   (Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

2. ‌MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION

   Statement of compliance to International Financial Reporting Standards

   The Financial Statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"). These financial statements comply with International Accounting Standard 34, Interim Financial Reporting.

   Basis of presentation

   The Financial Statements include the accounts of Gabriel and its subsidiaries. This interim financial report does not include all of the information required of a full annual financial report and is intended to provide users with an update in relation to events and transactions that are significant to an understanding of the changes in financial position and performance of the Company since the end of the last annual reporting period. It is therefore recommended that this financial report be read in conjunction with the annual financial statements of the Company for the year ended December 31, 2024.

   These condensed consolidated interim financial statements were approved by the Board of Directors and authorized for issuance on May 30, 2025.

   New accounting standards issued and not yet effective

   The IASB has issued IFRS 18, Presentation and Disclosure in Financial Statements, replacing IAS 1, Presentation of Financial Statements. IFRS 18 introduces revised requirements for presenting and disclosing financial information, with the objective of improving consistency and comparability across entities. The updates include the definition of subtotals in the statement of profit or loss, such as operating profit and profit before financing and income taxes. Furthermore, it requires the disclosure of management-defined performance measures (MPMs), which are subtotals not specified by IFRS but represent management's view of performance. In addition, IFRS 18 enhances the principles of aggregation and disaggregation to ensure that material information is not obscured. This new standard is effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted. The Company is currently evaluating the potential effects of IFRS 18 on its financial statements. Although the adoption of IFRS 18 is expected to improve the presentation and disclosure of financial information, it is not anticipated to have a material impact on the Company's financial position or performance.

   In May 2024, the IASB issued narrow-scope amendments to the classification and measurement requirements in IFRS 9, Financial Instruments, and disclosures in IFRS 7, Financial Instruments: Disclosures. The amendments clarify the classification of financial assets with environmental, social and corporate governance linked features, and other similar contingent features, including how to assess the contractual cash flow characteristics. The amendments also provide clarification that the derecognition date for a financial asset or financial liability settled through electronic payment systems should be the settlement date. Furthermore, for financial liabilities settled, in full or in part, in cash using an electronic payment system, an entity is permitted to make an accounting policy election to derecognize the liability before settlement date if certain conditions are met. In addition, the IASB introduced additional disclosure requirements to enhance transparency for investors regarding investments in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The amendments are effective for annual reporting periods beginning on or after January 1, 2026. Earlier adoption is permitted for certain amendments. The Company is currently assessing the potential impact of the narrow scope amendments.

   Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

   For the Three Months Ended March 31, 2025

   (Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

3. ‌PREPAID EXPENSES AND SUPPLIES

   	March 31, 2025 $	December 31, 2024 $
   ICSID Arbitration-related costs	405	950
   Corporate insurance	287	75
   Others	45	17
   	737	1,042

4. ‌TRADE AND OTHER PAYABLES

   	March 31, 2025 $	December 31, 2024 $
   Trade payables	601	450
   Payroll liabilities	306	781
   Accruals and other payables	1,203	706
   	2,110	1,937

   Accruals and other payables primarily reflect the work performed in connection with the ICSID Arbitration up to the date of the consolidated statement of financial position. These amounts include accrued costs related to the arbitration process, as well as expenditures associated with advancing strategic initiatives both before and after the arbitration award.

5. ‌RESETTLEMENT LIABILITIES

   RMGC previously operated a program for purchasing homes in the Project area. Under the resettlement program, residents were given two options: they could either accept the sale proceeds and relocate to a location of their choice or exchange their properties for newly constructed homes at a designated resettlement site developed by RMGC. For those who opted for the resettlement site alternative, the Company recorded a resettlement liability to account for the anticipated construction costs of the new homes. As of March 31, 2025, and December 31, 2024, the resettlement liability balance was $0.6 million.

6. ‌ARBITRAL COSTS ORDER

   	$
   Opening	14,805
   Interest	159
   Effect of movements on exchange rates	429
   Ending	15,393

   The Company recognized the principal amount of the Costs Order (Note 1) at the exchange rate as of March 31, 2025, incorporating the applicable simple interest from the date of the Arbitral Decision, calculated at the 3-month

   U.S. Treasury rate.

   Notes to the Condensed Consolidated Interim Financial Statements (unaudited)

   For the Three Months Ended March 31, 2025

   (Expressed in thousands of Canadian dollars, except for share data, unless otherwise specified)

7. ‌OTHER CURRENT LIABILITIES

Short-term loans

On November 29, 2024, the Company entered into loan agreements (the "Shareholders' Loan Agreements") with certain shareholders, totaling $2.2 million (US$1.5 million) (the "Shareholders' Loan").

The Shareholders' Loan ranked senior to any unsecured indebtedness of the Company, bearing interest at a rate of 12% per annum and were to mature on the earlier of: (i) the first anniversary of the date of the Shareholders' Loan;

(ii) the date falling five business days following the completion of a private placement of securities; or (iii) upon the occurrence of an event of default (as such terms was defined in the Shareholders' Loan Agreements).

During the three months ended March 31, 2025, the Company issued 29,297,971 Units (Note 9) to settle a portion of the Shareholders' Loan, amounting to $1,479 (US$1.03 million) (the "Debt Settlement").

Subsequent to March 31, 2025, the Company issued an additional 14,648,985 Units to fully satisfy the remaining balance of the Shareholders' Loan, totaling US$0.7 million (Note 9).

DSUs

The Company has a DSU plan under which qualifying participants receive certain compensation in the form of DSUs. The Company is required to remeasure outstanding DSUs at each reporting period based on the market price of the Company's common shares.

As of March 31, 2025, the fair value of DSUs was $15 (December 31, 2024 - $18). As a result, a change in fair value of $3 (March 31, 2024 - $712) was recognized as recovery of share-based payments in the consolidated statements of loss and comprehensive loss for the period ended March 31, 2025.