2025 Fourth Quarter Report

Table of Contents

Overview 3

Arbitration updates 4

Rejection of Request for Extension of the Roșia Montană Exploitation License 6

Other Recent Developments 7

Outlook 8

Restatement of Prior Period Comparative Information 9

Result of Operations 10

Liquidity and Capital Resources 13

Commitments and Contingent Liabilities 15

Off-Balance Sheet Arrangements 16

Transactions Between Related Parties 16

Proposed Transactions 17

Critical Accounting Estimates 17

Changes in Accounting Policies including Initial Adoption 18

Financial Instruments and Other Instruments 18

Risks and Uncertainties 18

CEO/CFO Certification 24

Forward-Looking Statements 25

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 year ended December 31, 2025.

The MD&A should be read in conjunction with the Group's consolidated financial statements and accompanying notes for the year ended December 31, 2025 (the "Financial Statements"). The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS").

Unless otherwise stated, all monetary amounts presented in this MD&A are in Canadian dollars ("$"). This report is dated April 29, 2026, and the Group's public filings are accessible via the SEDAR+ website (https://www.sedarplus.ca).

This MD&A contains forward-looking statements regarding the Group'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 Group 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 24. Readers are advised to refer to this section when reviewing any forward-looking statements.

OVERVIEW

Gabriel 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 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.

Gabriel and its subsidiaries (the "Group") invested over US$700 million in the development of the Project, including the delineation of two significant mineral deposits in the Bucium area near Rosia Montana: the epithermal gold and silver Rodu-Frasin deposit and the porphyry copper-gold Tarniţa site (the"Bucium Projects").

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, the Romanian State obstructed and prevented the implementation of both the Project and the Bucium Projects. As a result, Gabriel commenced arbitration proceedings against Romania in July 2015. Since then, the ICSID Arbitration and the subsequent Annulment Proceedings (each as defined below) have been the Group's core 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 Group's expectations, as of the date of this document, regarding the future advancement of any of these projects.

ARBITRATION UPDATES

On July 21, 2015, the Company and its wholly-owned subsidiary, Gabriel Resources (Jersey) Limited ("Gabriel Jersey") (together, 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 Respondent's treatment of its investments in Romania, which allegedly violated bilateral investment protection treaties.

Key milestones in the ICSID Arbitration and Annulment Proceedings have been previously disclosed in the Group's quarterly and annual filings, available at https://www.sedarplus.ca. These consolidated financial statements for the year ended December 31, 2025 ("Financial Statements") reflect the principal focus of the Group on the pursuit of the ICSID Arbitration and Annulment Proceeding, adjusted as appropriate to reflect the outcome arising from 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 Respondent by the Claimant. 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.

• 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 Gabriel providing security, and subsequently directed the Applicants to provide a guarantee from a bank or a demonstrably solvent third party covering the Costs Order, including accrued interest.

  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.

• 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 (as amended) outlines the following key dates for the Annulment Proceedings:

  • April 3, 2025 Gabriel's Memorial on Annulment (filed)

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

  • September 1, 2025 Gabriel's Reply on Annulment (filed)

  • November 3, 2025 Romania's Rejoinder on Annulment (filed)

  • May 11 - 12, 2026 Hearing on the Annulment

  A summary of the procedural aspects of the ICSID Arbitration, together with copies of the parties' substantive pleadings and the Procedural Orders issued by the Tribunal, are available on the ICSID's website.

  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 Gabriel 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 Gabriel's expectations.

• European Commission Request to Intervene

  On 15 July 2025, the European Commission (the "Commission") filed an application, pursuant to ICSID Arbitration Rule 37(2)2 (the "Application"), requesting that the Ad-Hoc Committee grant the Commission leave to intervene in the Annulment Proceedings. Following consideration of the parties' written observations on the Application, the Ad-Hoc Committee issued Procedural Order No. 2 on August 25, 2025 denying the Commission's Application. On 15 September 2025, the Commission requested the Ad-Hoc Committee to reconsider its decision and admit the Commission as a non-disputing party. On October 1, 2025, the Ad-Hoc Committee issued Procedural Order No. 3 denying the Commission's request for reconsideration.

• Enforcement of Costs Order and Legal Proceedings related to Precautionary Seizure and Enforcement

  On April 4, 2024, the Group announced that the Government of Romania had requested that the Claimants satisfy the Costs Order and had indicated its intention to pursue enforcement measures. Subsequently, the Romanian State sought precautionary measures restricting the sale or transfer of the shares held by Gabriel Resources (Jersey) Ltd. ("Gabriel Jersey") in Roșia Montană Gold Corporation S.A. ("RMGC"), a subsidiary of the Company (the "RMGC Shares"), pending satisfaction of the Costs Order (the "Precautionary Seizure").

  In response, Gabriel Jersey and RMGC commenced proceedings in Romania challenging the publication of the Precautionary Seizure in the Trade Registry, the validity of the Precautionary Seizure itself, and related fiscal enforcement measures, including enforcement of the Costs Order and subsequent attachment measures. These

  proceedings are based principally on arguments that the arbitral award has not been recognized in Romania, that the Costs Order cannot be enforced as a fiscal debt by the Romanian fiscal authorities, and that the legal requirements for the seizure and related enforcement measures were not met.

  • Claims challenging the publication of the Precautionary Seizure in the Trade Registry were brought by RMGC and Gabriel Jersey. One set of proceedings was finally dismissed on January 27, 2026, while a separate set remains stayed pending the final resolution of related cases. These proceedings seek removal of the seizure entry from the Trade Registry.

  • Claims challenging the enforcement of the Precautionary Seizure and the related enforcement of the Costs Order remain ongoing. One such challenge was dismissed at first instance on July 9, 2025, and RMGC and Gabriel Jersey have appealed. The appeal hearing is scheduled for May 11, 2026.

  • Separately, Gabriel Jersey brought proceedings seeking annulment of the Precautionary Seizure. The claim was dismissed by the Bucharest Court of Appeal on July 11, 2024, and Gabriel Jersey's extraordinary appeal was subsequently dismissed by the High Court of Cassation and Justice on November 6, 2025, rendering the decision final. Gabriel Jersey continues to challenge the Precautionary Seizure and related enforcement measures through the other proceedings described in this section.

  • Gabriel Jersey also challenged a fiscal decision by which it was registered ex officio as a taxpayer in Romania, on the basis that the decision was insufficiently substantiated and had been issued without a substantive review of the relevant facts and legal provisions. The tax challenge was dismissed as ungrounded on September 3, 2025.

  • A further challenge to the enforcement of the Costs Order remains pending before the Bucharest District Court. This action seeks annulment of the fiscal enforcement, a stay of enforcement, and annulment of a subsequent attachment order dated September 25, 2025 relating to amounts owed to Gabriel Jersey by third parties. The first hearing is scheduled for April 24, 2026.

  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") requesting a five-year extension of the Rosia Montana exploitation license (the "License Extension Application).

  On June 20, 2024, RMGC was notified that NAMR had rejected the License Extension Application (the "NAMR Decision"). The Group believes that the reasons given by NAMR for rejecting the application are without merit.

  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.

  RMGC has commenced proceedings before the Romanian courts seeking annulment of the NAMR Decision. The first hearing took place on April 2, 2025. The matter was subsequently adjourned several times to address evidentiary issues. The court has ordered a comprehensive expert report, although the experts have not yet been appointed. The next hearing is scheduled for May 20, 2026.

  OTHER RECENT DEVELOPMENTS

  Financings

  During the year ended December 31, 2025, the Group completed two private placements as follows:

• The Group completed a private placement of 114,152,000 units, at a price of C$0.05 per unit. Of these:

  • 70,205,044 units were issued for cash proceeds of $3,510; and

  • 43,946,956 units were issued for Debt Settlement (Note 9). Each unit consists of:

  • One common share in the capital of the Group.

  • One common share purchase warrant, entitling the holder to acquire one common share at an exercise price of C$0.065 per share for a period of 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 Group's investment rights in Romania.

• The Group completed a non-brokered private placement, issuing 37,441,457 units at a price of $0.105 per unit, for gross proceeds of $3.93 million. Each unit consisted of one common share in the capital of the Group and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price of $0.14 per share for a period of five years from the date of issuance.

• 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.

• Option Grant

On November 18, 2025, the Board of Directors approved the adoption of a new fixed stock option plan representing 20% of the Company's issued and outstanding shares (the "Plan"), replacing the Company's existing fixed stock option plan. The Plan had been approved by the Company's shareholders at the annual and special meeting held on December 18, 2025, and by the Exchange.

On November 18, 2025, the board of directors granted a total of 38,656,240 incentive stock options to certain directors and officers of the Company pursuant to the Plan. Each option is exercisable for one common share of the Company at an exercise price of $0.075 per share for a period of five years from the date of grant. The options will vest six months from the date of grant.

• Bridge Loan

  On April 28, 2026, the Company entered into one-year unsecured bridge loan agreements totaling US$1,500,000. The loan ranked senior to any unsecured indebtedness of the Group, 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 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 loan agreements).

• Local Litigation - Adverse Judgment

  RMGC continues to defend a limited number of claims brought by individuals alleging damage arising from its historical project activities. During the nine months ended September 30, 2025, RMGC received a final adverse judgment in a long-running property damage claim brought by a local family in Roșia Montană. RMGC was ordered to pay €150,000 in damages, together with approximately €101,000 in accrued interest and legal costs. Management subsequently reached an agreement with the claimants to suspend enforcement until June 2026

• Geopolitical and Macroeconomic Environment

  Ongoing geopolitical tensions and armed conflicts in various regions around the world continue to contribute to elevated global uncertainty, supply-chain disruptions, energy-market volatility, and broader macroeconomic instability. These developments have resulted in fluctuating commodity prices, inflationary pressures, and increased risk aversion in global capital markets.

  Although the Group has not experienced any material disruption to its operations to date, including its limited activities in Romania, the broader geopolitical environment remains unpredictable. Future developments-whether related to regional conflicts, shifts in international relations, sanctions regimes, trade restrictions, or global security concerns-may adversely affect economic conditions, investor sentiment, and the availability and cost of goods, services, and capital. There is no assurance that such factors will not negatively impact the Group's operations, financial position, or strategic plans.

  The Group continues to actively monitor global geopolitical and economic conditions, assess potential risks to its business and financial performance, and implement appropriate measures to mitigate any adverse effects to the extent possible.

  OUTLOOK

  The Group'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.

RESTATEMENT OF PRIOR PERIOD COMPARATIVE INFORMATION

During the year ended December 31, 2025, the Group identified an understatement of $442 relating to the Impozit Minim pe Cifra de Afaceri ("IMCA") tax payable and the corresponding expense for the year ended December 31, 2024. The understatement arose from an incorrect interpretation of the IMCA tax regulations enacted in Romania in 2023 and applicable for the 2024 fiscal year. As a result, the IMCA was not recognized in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets.

The error is considered material to the consolidated financial statements for the year ended December 31, 2024 in accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. Accordingly, the Group has restated its comparative financial information related to fiscal year ended December 31, 2024 to correct the error in these consolidated financial statements.

Effect on consolidated statement of financial position

Effect on consolidated statements of loss and comprehensive loss

For the year ended December 31, 2024

($ per common share)

Effect on consolidated statement of cash flows

For the year ended December 31, 2024

There were no changes in cash flows provided by (used in) investing activities and financing activities.

RESULT OF OPERATIONS

For the three months ended:

December 31,

2025 ("Q425") ($)

September 30,

2025 ("Q325") ($)

June 30, 2025 ("Q225") ($)

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

Statements of cash flow

Cash provided by (used in)

1,045 2,778 1,657 1,716

financing activities

For the three months ended:

December 31,

2024 ("Q424") ($)

September 30,

2024 ("Q324") ($)

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

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

Statements of cash flow

Cash provided by (used in)

2,174 - 4,399 -

financing activities

As of:

December 31, 2025

($)

December 31, 2024

($)

December 31, 2023

($)

Statements of financial position

Three Months Ended December 31, 2025 ("Q425") compared with the Three Months Ended December 31, 2024 ("Q424)

In Q4 2025, the Group incurred a net loss of $1,545, representing an improvement of $2,064 compared to the net loss of $3,609 reported in Q4 2024.

The decrease in net loss was primarily attributable to:

• A decrease in corporate, general, and administrative expenses of $1,087

• An increase in foreign exchange gains of $752

• A gain on disposal of $639

  The decrease in net loss was partially offset by an increase in share-based payment expenses of $722.

  Year Ended December 31, 2025 ("YTD 2025") compared with the Year Ended December 31, 2024 ("YTD 2024")

  In YTD 2025, the Group incurred a net loss of $9,436, reflecting a decrease of $1,871 compared to the net loss of $11,307 in YTD 2024.

  The decrease in net loss was primarily attributable to:

• A decrease in corporate, general, and administrative expenses of $2,697

• A decrease in foreign exchange loss of $407

• A gain on disposal of $639

  The decrease in net loss was partially offset by an increase in share-based payment expenses of $1,511 and provision of litigation of $409.

  Expenses

  Q425 Q424 Change

  	$ $		$
  Depreciation	(39)	3	(42)
  Corporate, general and administrative	1,961	3,048	(1,087)
  Interest on arbitral costs order	76	136	(60)
  Provision for litigation	16	-	16
  Share-based payments	712	(10)	722
  Total expenses	2,726	3,177	(451)

  YTD 2025 YTD 2024 Change

  	$ $		$
  Depreciation	21	12	9
  Corporate, general and administrative	7,949	10,646	(2,697)
  Interest on arbitral costs order	558	561	(3)
  Provision for litigation	412	-	412
  Share-based payments	714	(797)	1,511
  Total expenses	9,654	10,422	(768)

• Corporate, general and administrative

Q425 Q424 Change YTD 2025 YTD 2024 Change

Corporate, general, and administrative expenses totaled $1,961 in Q425, a decrease of $1,087 from $3,048 in Q424. Corporate, general, and administrative expenses totaled $7,949 in YTD 2025, representing a decrease of $2,697 compared to $10,646 in YTD 2024. The reduction primarily reflects lower expenditures across most cost categories, with the exception of the personnel costs.

ICSID Arbitration-related costs are primarily related to legal and advisory services provided to the Group, primarily in connection with the preparation and submission of the Annulment Application and the Memorial.

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

Finance costs comprise audit, tax, and other accounting fees for the Group 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.

Minimum Corporate Turnover Tax (IMCA) in Romania is a rule, effective from 1 January 2024, that requires companies to pay a minimum level of tax based on their revenue when their profit-based corporate income tax falls below that threshold.

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).

Property taxes primarily represent taxes imposed by the Romanian government on properties held by the Group in Romania.

• Interest in arbitral costs order

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

• Provision for litigation

  This primarily relates to a final adverse judgment against RMGC in connection with a property damage claim brought by a local family in Roșia Montană, arising from alleged historical construction activities.

• 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 expenses (income)

  Q425 Q424 Change

  $ $ $

  Interest income	(27)	(4)	(23)
  Finance costs	211	-	211
  Foreign exchange loss (gain)	434	(322)	756
  Gain on disposal	639	-	639
  Doubtful debt expenses	(76)	(106)	30
  Total other expenses (income)	1,181	(432)	1,613

  YTD 2025 YTD 2024 Change

  $ $ $

  Interest income	23	47	(24)
  Finance costs	(33)	-	(33)
  Foreign exchange gain	(374)	(785)	411
  Gain on disposal	639	-	639
  Doubtful debt expenses	(37)	(147)	110
  Total other expenses (income)	218	(885)	1,103

• Finance costs

  Finance costs in the period primarily reflect interest accrued on the shareholder loan raised on November 29, 2024. The loan was fully settled in YTD 2025.

• Foreign exchange gain (loss)

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

• Gain on disposal

  This relates to the gain recognized on disposing of plant and equipment that had previously been written down to a nil carrying amount.

• Provision for litigation

This primarily relates to a final adverse judgment against RMGC in connection with a property damage claim brought by a local family in Roșia Montană, arising from alleged historical construction activities.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2025, the Group reported a working capital deficiency of $17,497, a decrease of $385 compared to

$17,882 as of December 31, 2024. The decrease was primarily related to increase in cash and the decrease in other current liabilities which was partially offset by the decrease in prepaid expenses and supplies, and the increase in arbitral costs order.

The Group held cash and cash equivalents of $1,018 as of December 31, 2025, an increase of $19 from $999 as of December 31, 2024. In YTD 2025, the Group reported the following major cash flow activity:

• Cash used in operating activities: $7,772

• Cash provided by investing activities: $629

• Cash provided by financing activities: $7,196

Cash flow used in operating activities

Cash used in YTD 2025 primarily reflects the net loss, adjusted for non-cash items, totaling $8,432 which was partially offset by a decrease in prepaid expenses and supplies of $998, a decrease in trade and other payables of $1,090 and an increase in other current liabilities of $769.

Cash flow provided by investing activities

In YTD 2025, the Group disposed of certain properties with proceeds of $639.

Cash flow provided by financing activities

In YTD 2025, the Company completed the two financings, issuing 107,646,501 units for cash proceeds of $7.2 million.

As of December 31, 2025, the Company reported total liabilities of $23,122, representing a decrease of $1,659 from

$24,781 as of December 31, 2024. In YTD 2025, the Company issued 43,946,956 Units to settle a $2.2 million (US$1.5 million) shareholder loan raised on November 29, 2024. The increase in the arbitral costs order in YTD 2025 primarily reflects the recognition of $703 in interest, along with a revaluation of the amount based on the prevailing United States dollar (US$)/ CA$ spot rate as of December 31, 2025, totaling $469.

As of December 31, 2025, the Company's shareholders' deficit totaled $21,867, representing a decrease of $660 from

$22,527 as of December 31, 2024. The decrease in deficit was primarily attributable to the completion of the two financings, which was partially offset by the net loss incurred during YTD 2025.

Outstanding Share Data

As of December 31, 2025, and 2024, the Company had 277,223,441 and 125,629,984 common shares issued and outstanding, respectively.

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

• 277,223,441 post-consolidated common shares

• 151,593,457 share purchase warrants

• 39,858,490 stock options

Future Financing Requirements

Gabriel continues to manage its cash resources prudently while addressing its current and future financial obligations. The Group intends to utilize proceeds from the loan issued subsequent to December 31, 2025 to fund ongoing costs related to the Annulment Proceedings and general working capital requirements.

The Group continues to carefully manage its cash resources and financial obligations to support the ongoing costs of the Annulment Proceedings and general working capital requirements. To sustain these activities, including the preservation of its remaining assets, rights, and permits, Gabriel will need to secure additional funding. Accordingly, the Group is actively seeking to raise further financing to ensure it can continue pursuing the Annulment Proceedings while meeting its broader working capital needs.

The adverse Arbitral Decision, the NAMR Decision, and the termination of the Stay of Enforcement have significantly increased uncertainty regarding the Group'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 Group's significantly curtailed operations.

Despite the Group'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 Group's requirements.

These factors indicate the presence of material uncertainty that may cast significant doubt on the Group'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:

Total ($)

Year 2026

($)

Year 2027

($)

Year 2028

($)

Year 2029

($)

Year 2030

($)

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 Group has several contingent liabilities, including the following:

   • Litigation: Except for the ICSID Arbitration discussed above, the Group 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 Group'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"). 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 Gabriel and

     Gabriel Jersey 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 Group 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 December 31, 2025, and the date of this MD&A, the Group 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:

1. In July 2015, the Group 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 Group's Chief Executive Office ("CEO"). TBL was established following the Group'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. The agreement was terminated on December 31, 2024. For the year ended December 31, 2025, no costs were incurred on this agreement (December 31, 2024 - less than $0.1 million).

2. 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. For the year ended December 31, 2025, such recharges by RMGC amounted to less than $0.1 million (December 31, 2024 - less than $0.1 million).

3. In June 2018, the Company entered into a facility agreement with TBL pursuant to which it agreed to lend $0.9 million to TBL. The loan is repayable in 2028, accrues interest at a rate of 1% per annum and is secured by a mortgage over certain assets of the borrower and personal guarantees in favor of the Company by the principals of TBL. By February 2019, TBL had drawn down the entire $0.9 million facility. In September 2020, $0.1 million of the loan was forgiven, and certain related personal guarantees released, as part of the severance agreement with certain RMGC employees. Partial payments of principal on the loan were received in 2019, 2020, 2021, 2022 and 2023. In April 2024, TBL entered into voluntary administration and the Company has provided against the receivable. The balance of the loan at December 31, 2025 was $nil (December 31, 2024 - $nil).

4. In August 2018, TBL entered into a lease agreement with RMGC for a number of vehicles owned by TBL to be used by RMGC in its operations. The agreement was amended in October 2020 to decrease the number of vehicles in line with the severance of certain RMGC employees. The agreement also provides the recharge of tax, insurance and maintenance-related costs incurred by TBL to RMGC. The term of the lease is 12 months. For the year ended December 31, 2025, the charges were less than $0.1 million (December 31, 2025 - less than $0.1 million).

5. 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 and automatically renewable unless it is terminated by either party. For the year ended December 31, 2025, no costs were incurred on this agreement (December 31, 2024 - less than $0.1 million).

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

   Total compensation of key personnel of the Group for the years ended December 31, 2025 and 2024 is as follows:

   	December 31, 2025 $	December 31, 2024 $
   Management fees (1)	1,281	1,820
   Directors' fees (1)	476	350
   Share-based payments	718	-
   	2,475	2,170

   1. 20% of the fees are deferred.

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 2 of the Financial Statements 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 Group 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 Group manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating the risk. The Group does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Group's operations. These financial risks and the Group's exposure to these risks are provided in various tables in Note 17 of the Financial Statements. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to Note 2 of the Financial Statements.

RISKS AND UNCERTAINTIES

An investment in the Company's securities is subject to risks and uncertainties. This section describes existing and future material risks to the business of the Group. The risks described below are not exhaustive. Additional risks and uncertainties not currently known to the Company, or those that it currently deems to be immaterial, may become material. The realization of any of these risks may materially and adversely affect the Group's business, financial condition, results of operations and/or the market price of Gabriel's securities.

ICSID Arbitration - Annulment Proceedings and Costs Order

The resources necessary to pursue the Annulment Proceedings are substantial and the legal, advisory, administrative and other costs, fees and other expenses and commitments payable in connection therewith may continue to increase and differ materially from Management's expectations. The Annulment Proceedings and any related or subsequent procedures may be prolonged, procedurally complex and unpredictable, and may require the Company to devote significant financial resources and management time over an extended period.

Statistically, annulment applications under the ICSID Convention have had a low rate of success. In view of these statistics and historical outcomes, the case-specific nature of annulment applications and the inherent uncertainty in the applicable process, there can be no assurance that the Company will obtain a favourable outcome in the Annulment Proceedings, that any annulment decision would result in a material improvement in the Company's position, or that any current or future proceedings relating to the ICSID Arbitration will proceed in a customary or predictable manner or be completed, resolved or settled within any particular timeframe.

The Company's pursuit of the Annulment Proceedings and any further procedural steps in connection with the ICSID Arbitration may result in additional actions by the Romanian State, including enforcement measures, fiscal or administrative proceedings, investigations, inspections, assessments or other actions directed at the Company, RMGC or their respective personnel. Any such actions, whether or not well founded, may result in additional cost, delay, uncertainty, reputational harm and diversion of management time and attention, and could have a material adverse effect on the Group's business, operations, financial condition, results of operations, liquidity and prospects.

As described above, the Romanian Government has taken, and may continue to take, steps to enforce and recover the Costs Order, including by seeking to encumber or otherwise restrict the Group's assets in Romania. There can be no assurance that pending or future legal or enforcement proceedings in Romania or elsewhere relating to the Costs Order will not result in asset restrictions, attachment measures, enforcement against bank accounts, receivables, shareholdings or other property, substantial legal and other costs, or significant disruption to the Group's activities. Any such

developments could materially and adversely affect the Company's financial position, cash flows, results of operations, business, assets and future prospects.

Governmental Investigations and Audits

The Group's business requires compliance with many laws and regulations. Failure to comply with these laws and regulations could subject the Company and/or its affiliates to regulatory or agency proceedings or investigations and could also lead to damage awards, fines, penalties and other civil or criminal sanctions.

Over prior years RMGC has been subjected to several Value Added Tax audits and investigations by the Romanian National Agency for Fiscal Administration ("ANAF"), an agency of the Romanian Ministry of Finance. As previously disclosed, RMGC also remains subject to an ongoing investigation by ANAF and a Romanian prosecutor's office investigation of RMGC's commercial relationships with a number of service providers.

There can be no assurance regarding the outcome of these ongoing investigations. Adverse findings could harm the Group's reputation, require the Company and/or RMGC to take, or refrain from taking, actions that could harm its operations, seize RMGC's assets, require RMGC to pay substantial amounts of money, harming the Group's financial condition or could lead to the initiation of criminal proceedings against RMGC and its administrators.

There can be no assurance that any pending or future regulatory or agency proceedings, investigations, and audits will not result in substantial costs or a diversion of management's attention and resources or have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

Sources of Additional Funding

Further funding will be required by the Company to pursue the Annulment Proceedings to a conclusion and for general working capital requirements.

Historically, the Company has been financed through the issuance of its Common Shares, convertible notes and other equity-based securities. Although the Company has been successful in the past in obtaining financing, it has limited access to financial resources as a direct result of the rejection of the License Extension Application and the ongoing core focus of the Company upon the Annulment Proceedings.

Notwithstanding the Company's historic funding, there is a risk that sufficient additional financing may not be available to the Company on acceptable terms, or at all. The continuation of the Russia-Ukraine war and/or any future emergence of war or spread of pathogens similar to COVID-19 could also have an adverse impact on global economies and financial markets, which may adversely impact the Company's ability to obtain financing.

Refinancing of Existing Securities

The Company may need or desire to refinance all or a portion of the arbitration value rights or other instruments issued and outstanding from time to time. There can be no assurance that the Company will be able to refinance any of its existing securities.

Potential Dilution to Existing Shareholders

As described above, the Company will require additional financing and in order to raise such financing, the Company may sell additional equity or equity-related securities including, but not limited to, Common Shares, share purchase warrants, contingent value rights or some form of convertible security. The additional issuances of equity-related securities, if made, will result in dilution to existing shareholders, which could be substantial.

Unless and until the Company successfully acquires and/or develops operating properties which provide positive cash flow, the Company's ability to meet its obligations as they fall due will be limited to the Company's cash on hand and/or

its ability to issue additional equity or debt securities in the future. Such transactions could potentially cause substantial dilution to the shareholders at that time.

Political and Economic Uncertainty in Romania

Other than in relation to the certain executive roles and the Annulment Proceedings, Gabriel's employee base, material operations, property rights and other interests are located in Romania. As such, the Company's activities are subject to a number of country-specific risks and additional risks relating to the European Union (such as laws and policies which impact Romania) over which it has no control.

These risks may include social, political, economic, legal and fiscal instability and changes of Romanian or European Union laws and regulations affecting mining, foreign ownership, taxation, working conditions, rates of exchange, exchange control, exploration licensing, and export licensing and export duties.

In the event of a dispute arising in respect of the Company's activities in Romania (other than the ICSID Arbitration), the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada or elsewhere. Any adverse or arbitrary decision of a court, arbitrator or other governmental or regulatory body may have a material adverse impact on the Company's business, assets, prospects, financial condition and results of operations and/or the market price of its securities.

Mineral Tenure Rights

As described above, RMGC's application for a five-year extension of the Roșia Montană exploitation license was rejected by NAMR in June 2024, and RMGC has commenced litigation challenging that decision. There can be no assurance that RMGC will succeed in that litigation, that the rejection will be overturned, or that the license will be extended.

RMGC also believes that it has exclusive legal rights to obtain exploitation licenses for the Bucium Projects (Rodu-Frasin and Tarniţa) and has sought issuance of such licenses on the basis of applications submitted in 2007. There can be no assurance that RMGC will succeed in obtaining those licenses or in any related administrative or judicial proceedings.

Any adverse outcome in respect of the Roșia Montană license or the Bucium Projects, including any refusal, delay, non-renewal or other adverse or arbitrary action by NAMR or any other competent authority, could have a material adverse effect on the Company's business, assets, financial condition, results of operations, prospects and the market price of its securities.

Legal Proceedings

Over the years, Gabriel has been party (directly and through RMGC) to several legal challenges in Romania. including, lawsuits initiated by non-governmental organizations challenging administrative deeds issued by public authorities directly or indirectly related to the Project. With the commencement of the ICSID Arbitration in 2015, RMGC withdrew from a number of court proceedings where it was acting as either plaintiff or third-party intervenor in respect of disputes concerning the administrative documents, permits and/or authorizations issued for the Project.

However, in the course of its business, Gabriel and/or its subsidiaries may from time to time become involved in further legal claims, arbitration and other legal proceedings.

Due to the inherent uncertainties of the judicial process in Romania, the nature and results of any legal proceedings concerning the Group, its investment and property rights and/or the Project cannot be predicted with any certainty. In addition, such claims, arbitration and other legal proceedings may be lengthy and involve the incurrence of substantial costs and resources by the Group. The initiation, pursuit and/or outcome of any claim, arbitration or legal proceeding could have a material adverse effect on the Company's financial position and results of operations, and on the Company's business, assets and prospects.

Dependence on Management and Key Personnel

The Group is dependent on a limited number of directors, officers, employees and consultants, some of whom possess significant institutional knowledge relating to the Project, the ICSID Arbitration and related matters. Given the Group's limited financial resources, there can be no assurance that it will be able to retain or replace such individuals on acceptable terms or at all.

The loss of key personnel or consultants, particularly those with important historical knowledge of the Project or the ICSID Arbitration, could impair the Group's ability to manage ongoing legal and regulatory matters, maintain operational continuity and pursue its strategic objectives. Any such loss could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

Minvest RM Mine Closure Plan and Environmental Liabilities

In May 2006, Minvest RM's predecessor permanently ceased all of its mining operations at Roșia Montană. As a result, a mine closure plan was developed, which, Gabriel understands, was approved by the Romanian Ministry of Economy and NAMR. The mine closure plan was developed to integrate into RMGC's development plans for Roșia Montană in order to avoid any conflict between the Romanian State's closure activities and RMGC's development activities. A state-owned company under the coordination of the Ministry of Economy, S.C. CONVERSMIN S.A. ("CONVERSMIN"), has responsibility for the mine closure plan.

There can be no assurance that the activities required of CONVERSMIN contemplated by such mine closure plan will be implemented in a timely fashion, and no such action has been undertaken to date within the Roșia Montană license area.

Until the mine closure plan has been fully implemented, there can be no assurance that such activities will not attract liability to RMGC, as the most recent titleholder of the License, under the current or future laws, rules and regulations applicable to mining activities in Romania. Likewise, there can be no assurance that the legally binding assumption by the Romanian State-owned operator of all liabilities associated with its past mining operations or any indemnification of RMGC from such liabilities will be fulfilled by, or be enforceable against, such entity.

Mining exploration activities conducted by RMGC, as the most recent titleholder of the License, are also subject to potential environmental risks and liabilities. It is the Company's belief that RMGC has met its obligations under the License and applicable Romanian laws to perform environmental rehabilitation within the areas of the tenement affected by its exploration activities. To the extent that RMGC becomes subject to material unforeseen and uninsured environmental liabilities, the payment of such costs would reduce funds otherwise available to the Company and could have a material adverse effect on the Company.

Continued Listing of the Common Shares

The continued listing of the Common Shares on the Exchange is conditional upon its ability to meet the applicable continued listing requirements of the Exchange. In the event that Gabriel is not able to maintain a listing of its Common Shares on the Exchange or any substitute exchange, it may be extremely difficult or impossible for shareholders to sell their Common Shares.

If the Company is delisted from the Exchange but obtains a substitute listing for the Common Shares, the Common Shares may have less liquidity and more price volatility than experienced on the Exchange. Shareholders may not be able to sell their Common Shares on any such substitute exchange in the quantities, at the times, or at the prices that could potentially be available on a more liquid trading market.

As a result of these factors, if the Common Shares are delisted from the Exchange, the price of the Common Shares may decline and the Company's ability to obtain financing in the future could be materially impaired.

Compliance with Anti-Corruption Laws

Gabriel is subject to various anti-corruption laws and regulations including, but not limited to, the Canadian Corruption of Foreign Public Officials Act 1999 and the UK Bribery Act 2010. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign officials or other persons to obtain or retain business or gain some other business advantage.

Other than the Annulment Proceedings, Gabriel's primary operations are located in Romania, a country which, according to Transparency International, is perceived as having fairly high levels of corruption relative to the rest of Europe (Romania ranks 63rd out of 180 countries in terms of corruption, according to a 2023 index published in January 2024 by Transparency International). Gabriel cannot predict the nature, scope or effect of future anti-corruption regulatory requirements to which Gabriel's operations might be subject or the manner in which existing laws might be administered or interpreted.

Failure to comply with the applicable legislation and other similar foreign laws could expose Gabriel and/or its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect Gabriel's business, financial condition and results of operations. Likewise, any investigation of any potential violations of the applicable anti-corruption legislation by UK, Canadian or foreign authorities could also have an adverse impact on Gabriel's ability to develop the Project or its business, financial condition and results of operations.

As a consequence of these legal and regulatory requirements, Gabriel has instituted policies and procedures with regard to business ethics, which have been designed to ensure that Gabriel and its employees comply with applicable anti-corruption laws and regulations. However, there can be no assurance or guarantee that such efforts have been and will be completely effective in ensuring Gabriel's compliance, and the compliance of its employees, consultants, contractors and other agents, with all applicable anti-corruption laws and regulations.

International Developments and Geopolitical Risk

Global economic factors, geopolitical actions, political and market conditions and unexpected events, such as the COVID-19 pandemic and the Russia-Ukraine conflict, may create uncertainty and risk with respect to the prospects of the Group's business.

The extent to which the Russia-Ukraine conflict may directly or indirectly impact the Group's business, results of operations and financial condition will depend on future developments that are highly uncertain. 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.

Epidemics and Pandemics

The Company faces risks related to health epidemics, pandemics and other outbreaks of communicable diseases, which could significantly disrupt the Group's operations, including, but not limited to, the advancement of the Annulment Proceedings. The Company could be adversely impacted by pandemics and epidemics.

The extent to which epidemics or pandemics will impact, the Group's business and operations, and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of any outbreak and the actions taken to contain or treat the outbreak.

In particular, the impact of epidemics or pandemics globally, could materially and adversely impact the Group's business including, without limitation, the progress of the Annulment Proceedings, employee health, limitations on travel, and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect on the its business, financial condition and results of operations.

There can be no assurance that the Group's personnel will not be impacted by these pandemic diseases and ultimately the Group may see its workforce productivity reduced or incur increased medical costs or insurance premiums as a result of these health risks.

Insurance and Uninsurable Risks

Gabriel maintains insurance to protect itself against certain risks related to its operations in type and amounts that it believes are reasonable depending upon the circumstances surrounding each identified risk and the advice of its retained insurance advisor.

There are also risks against which the Company cannot insure or against which it may elect not to insure for various reasons. The potential costs associated with any liabilities not covered by insurance, or in excess of insurance coverage, or compliance with applicable laws and regulations may cause substantial delays to its operations and require significant capital outlays, adversely affecting the future business, assets, prospects, financial condition and results of operations of the Company.

Cyber Security Risk

The Group and its third-party service provider's information systems are vulnerable to an increasing threat of continually evolving cyber security risks. Cyber incidents can result from deliberate attacks or unintentional events, and may arise from internal sources (e.g., employees, contractors, service providers, suppliers and operational risks) or external sources (e.g., nation states, terrorists, hacktivists, competitors and acts of nature).

Cyber incidents include, but are not limited to, unauthorized access to information systems and data (e.g., through hacking or malicious software) for purposes of misappropriating or corrupting data or causing operational disruption. Cyber incidents also may be caused in a manner that does not require unauthorized access, such as causing denial-of-service attacks on websites (e.g., efforts to make network services unavailable to intended users).

The operations of the Company depend, in part, on how well networks, equipment, information technology systems and software are protected against damage from several threats. The failure of information systems or a component of information system could, depending on the nature of any such failure, have a material adverse effect on the Company's business, its reputation, results of operations and financial condition.

A cyber incident that affects the Group and/or its service providers might cause disruptions and adversely affect their respective business operations and might also result in violations of applicable law (e.g., personal information protection laws), each of which might result in potentially significant financial losses and liabilities, regulatory fines and penalties, reputational harm, and reimbursement and other compensation costs. In addition, substantial costs might be incurred to investigate, remediate and prevent cyber incidents.

Global Economic and Financial Market Conditions

Global economic and financial conditions may impact the ability of the Company to obtain loans, financing and other credit facilities in the future and, if obtained, on terms favorable to the Company. As a consequence, global financial conditions could adversely impact the Company's financial status and share price.

Currency Fluctuations

The Company's functional and presentation currency is the Canadian dollar, which is exposed to fluctuations against other currencies. The Company's primary operations are located in Romania and many of its expenditures and obligations are denominated in RON. Similarly, many of its expenditures and obligations in respect of the ICSID Arbitration are denominated in US dollars. In addition, the Company has and/or will have expenditures and obligations denominated in other currencies including, but not limited to, Canadian dollars, EUR and GBP.

The Group maintains active cash accounts in Canadian dollars, US dollars, GBP and RON and has either monetary assets and/or liabilities in currencies including US dollars, Canadian dollars, EUR, GBP and RON. As such, the Company's results

of operations are subject to foreign currency fluctuation risks and such fluctuations may adversely affect the financial position and operating results of the Company. The Company does not currently use any derivative products to actively manage or mitigate any foreign exchange exposure.

Market Price Volatility

Publicly quoted securities are subject to a relatively high degree of price volatility. It may be anticipated that the quoted market for the Common Shares will be subject to market trends generally and there may be significant fluctuations in the price of the Common Shares.

No History of Earnings or Dividends

The Company has no history of earnings and as such the Company has not paid dividends on its Common Shares since incorporation. The Company does not intend to declare or pay cash dividends at present.

Accounting Policies and Internal Controls

Since January 1, 2011, the Company has prepared its financial reports in accordance with IFRS. In preparation of financial reports, Management of Gabriel may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Material accounting policies are described in more detail in the Company's Financial Statements.

In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, the Company has implemented internal control systems for financial reporting. Although the Company believes its financial reporting and Financial Statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance (see CEO/CFO Certification below).

Enforcement of Civil Liabilities

As substantially all of the assets of Gabriel and its subsidiaries are located outside of Canada, and certain of its directors and officers are resident outside of Canada, it may be difficult or impossible to enforce judgements granted by a court in Canada against the assets of Gabriel or its subsidiaries or its directors and officers residing outside of Canada.

Conflicts of Interest

Some of the directors and officers of the Company are, or may be, on the boards of other natural resource companies, or other providers of finance, from time-to-time resulting in conflicts of interests. Therefore, there is the potential for a conflict of interest between the Company and some of its directors and officers. Directors and officers of the Company with conflicts of interest will be subject to and will follow the procedures set out in applicable corporate and securities legislation, regulations, rules and policies.

CEO/CFO CERTIFICATION

The Company's Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the Financial Statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the Financial Statements; and (ii) the Financial Statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the corresponding certificate for venture issuers does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P")

and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers of the Company do not make any representations relating to the establishment and maintenance of:

1. controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

2. a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with the issuer's GAAP.

The Company's CEO and CFO are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the corresponding certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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 Group'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 Group at this time, are inherently subject to significant business, economic and ICSID Arbitration uncertainties and contingencies that may cause the Group'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 Group'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 Group'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 ability of the Company to access additional funding to support the Group's strategic objectives;

• the revocation of the Stay of Enforcement;

• 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.

To the shareholders of

Gabriel Resources Ltd.

Opinion

We have audited the consolidated financial statements of Gabriel Resources Ltd. and its subsidiaries [the "Group"], which comprise the consolidated statements of financial position as at December 31, 2025 and 2024, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders' deficiency and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2025 and 2024, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards ["IFRSs"].

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - Restated comparative information

We draw attention to note 3 to the consolidated financial statements, which explains that certain comparative information presented for the year ended December 31, 2024 has been restated. Our opinion is not modified in respect of this matter.

Material uncertainty related to going concern

We draw attention to note 1 in the consolidated financial statements, which describes the adverse Arbitral Decision, Romania's decision not to extend the License, the Annulment Proceedings and indicates that the Company has a working capital deficit of $17.4 million and had incurred losses of $9.4 million for the year ended December 31, 2025, and has yet to achieve profitable operations resulting in an accumulated deficit of $1,231.6 million as at December 31, 2025. As stated in note 1, these events and conditions, along with other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key audit matter

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period. Except for the matter described in the Material uncertainty related to going concern section, we have determined that there are no other key audit matters to communicate in our auditor's report.

Other information

Management is responsible for the other information. The other information comprises Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditor's report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting process.

Auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work performed for the purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Ashraf Zineldin.

Toronto, Canada April 29, 2026

Table of Contents

Consolidated Statements of Financial Position 6

Consolidated Statements of Loss and Comprehensive Loss 7

Consolidated Statements of Changes in Shareholders' Deficiency 8

Consolidated Statements of Cash Flows 9

Notes to the Consolidated Financial Statements 10

1. Corporate information and going concern 10

2. Material accounting policies and basis of preparation 15

3. Restatement of prior period comparative information 21

4. Prepaid expenses and supplies 22

5. Property and equipment 22

6. Trade and other payables 22

7. Resettlement liabilities 22

8. Arbitral costs order 23

9. Other current liabilities 23

10. Deferred arbitration fees 24

11. Share capital 25

12. Corporate, general and administrative 29

13. Related party transactions 30

14. Commitments 31

15. Contingent liabilities 32

16. Segmented information 33

17. Capital management 34

18. Financial instruments 35

19. Income taxes 38

20. Summarized financial information of subsidiary with non-controlling interest 39

21. Subsequent event 40

Consolidated Statements of Financial Position (Expressed in thousands of Canadian dollars)

These consolidated 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

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in thousands of Canadian dollars, except share amounts and per share data)

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

(0.04) (0.10)

Weighted average number of common shares outstanding -basic and diluted

221,977,777 117,365,000

Gabriel Resources Ltd.

Consolidated Statements of Changes in Shareholders' Deficiency (Expressed in thousands of Canadian dollars, except share amounts)

See accompanying notes to these consolidated financial statements.

Consolidated Statements of Cash Flows (Expressed in thousands of Canadian dollars)

For the years ended

See accompanying notes to these consolidated financial statements.

Notes to the Consolidated Financial Statements For the Year Ended December 31, 2025

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

1. CORPORATE INFORMATION AND GOING CONCERN

   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 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.

   Gabriel and its subsidiaries (the "Group") invested over US$700 million in the development of the Project, including the delineation of two significant mineral deposits in the Bucium area near Rosia Montana: the epithermal gold and silver Rodu-Frasin deposit and the porphyry copper-gold Tarniţa site (the"Bucium Projects").

   On July 21, 2015, Gabriel and its wholly owned subsidiary, Gabriel Resources (Jersey) Limited ("Gabriel Jersey") (together, 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 Respondent's treatment of its investments in Romania, which allegedly violated bilateral investment protection treaties.

   Key milestones in the ICSID Arbitration and Annulment Proceedings have been previously disclosed in the Group's quarterly and annual filings, available at https://www.sedarplus.ca. These consolidated financial statements as of and for the year ended December 31, 2025 ("Financial Statements") reflect the principal focus of the Group on the pursuit of the ICSID Arbitration and Annulment Proceedings, adjusted as appropriate to reflect the outcome arising from 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 Respondent 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 three-month US Treasury rate.

   • 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).

Notes to the Consolidated Financial Statements For the Year Ended December 31, 2025

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

1. CORPORATE INFORMATION AND GOING CONCERN (CONTINUED)

   • 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 Ad-hoc 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 Ad-hoc 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 Group's financial condition and operations.

   • 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 (as amended) outlines the following key dates for the Annulment Proceedings:

• April 3, 2025 Gabriel's Memorial on Annulment (filed)

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

• September 1, 2025 Gabriel's Reply on Annulment (filed)

• November 3, 2025 Romania's Rejoinder on Annulment (filed)

• May 11 - 12, 2026 Hearing on the Annulment

A summary of the procedural aspects of the ICSID Arbitration, together with copies of the parties' substantive pleadings and the Procedural Orders issued by the Tribunal, are available on the ICSID's website.

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.

Notes to the Consolidated Financial Statements For the Year Ended December 31, 2025

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

1. CORPORATE INFORMATION AND GOING CONCERN (CONTINUED)

   • Procedural Calendar (continued)

     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 Management's expectations.

   • European Commission Request to Intervene

     On July 15, 2025, the European Commission (the "Commission") filed an application, pursuant to ICSID Arbitration Rule 37(2)2 (the "Application"), requesting that the Ad-hoc Committee grant the Commission leave to intervene in the Annulment Proceedings. Following consideration of the parties' written observations on the Application, the Ad-hoc Committee issued Procedural Order No. 2 on August 25, 2025 denying the Commission's Application. On September 15, 2025, the Commission requested the Ad-hoc Committee to reconsider its decision and admit the Commission as a non-disputing party. On October 1, 2025, the Ad-hoc Committee issued Procedural Order No. 3 denying the Commission's request for reconsideration.

   • Enforcement of Costs Order and Legal Proceedings related to Precautionary Seizure and Enforcement

     On April 4, 2024, the Group announced that the Government of Romania had requested that the Claimants satisfy the Costs Order and had indicated its intention to pursue enforcement measures. Subsequently, the Romanian State sought precautionary measures restricting the sale or transfer of the shares held by Gabriel Resources (Jersey) Ltd. ("Gabriel Jersey") in Roșia Montană Gold Corporation S.A. ("RMGC"), a subsidiary of the Company (the "RMGC Shares"), pending satisfaction of the Costs Order (the "Precautionary Seizure").

     In response, Gabriel Jersey and RMGC commenced proceedings in Romania challenging the publication of the Precautionary Seizure in the Trade Registry, the validity of the Precautionary Seizure itself, and related fiscal enforcement measures, including enforcement of the Costs Order and subsequent attachment measures. These proceedings are based principally on arguments that the arbitral award has not been recognized in Romania, that the Costs Order cannot be enforced as a fiscal debt by the Romanian fiscal authorities, and that the legal requirements for the seizure and related enforcement measures were not met.

     • Claims challenging the publication of the Precautionary Seizure in the Trade Registry were brought by RMGC and Gabriel Jersey. One set of proceedings was finally dismissed on January 27, 2026, while a separate set remains stayed pending the final resolution of related cases. These proceedings seek removal of the seizure entry from the Trade Registry.

     • Claims challenging the enforcement of the Precautionary Seizure and the related enforcement of the Costs Order remain ongoing. One such challenge was dismissed at first instance on July 9, 2025, and RMGC and Gabriel Jersey have appealed. The appeal hearing is scheduled for May 11, 2026.

     • Separately, Gabriel Jersey brought proceedings seeking annulment of the Precautionary Seizure. The claim was dismissed by the Bucharest Court of Appeal on July 11, 2024, and Gabriel Jersey's extraordinary appeal was subsequently dismissed by the High Court of Cassation and Justice on November 6, 2025, rendering the decision final. Gabriel Jersey continues to challenge the Precautionary Seizure and related enforcement measures through the other proceedings described in this section.

Notes to the Consolidated Financial Statements For the Year Ended December 31, 2025

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

1. CORPORATE INFORMATION AND GOING CONCERN (CONTINUED)

   • Enforcement of Costs Order and Legal Proceedings related to Precautionary Seizure and Enforcement (continued)

     • Gabriel Jersey also challenged a fiscal decision by which it was registered ex officio as a taxpayer in Romania, on the basis that the decision was insufficiently substantiated and had been issued without a substantive review of the relevant facts and legal provisions. The tax challenge was dismissed as ungrounded on September 3, 2025.

     • A further challenge to the enforcement of the Costs Order remains pending before the Bucharest District Court. This action seeks annulment of the fiscal enforcement, a stay of enforcement, and annulment of a subsequent attachment order dated September 25, 2025 relating to amounts owed to Gabriel Jersey by third parties. The first hearing is scheduled for April 24, 2026.

   • 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") requesting a five-year extension of the Rosia Montana exploitation license (the "License Extension Application).

On June 20, 2024, RMGC was notified that NAMR had rejected the License Extension Application (the "NAMR Decision"). The Group believes that the reasons given by NAMR for rejecting the application are without merit.

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.

RMGC has commenced proceedings before the Romanian courts seeking annulment of the NAMR Decision. The first hearing took place on April 2, 2025. The matter was subsequently adjourned several times to address evidentiary issues. The court has ordered a comprehensive expert report, although the experts have not yet been appointed. The next hearing is scheduled for May 20, 2026.

Notes to the Consolidated Financial Statements For the Year Ended December 31, 2025

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

1. CORPORATE INFORMATION AND GOING CONCERN (CONTINUED)

Going Concern

As of December 31, 2025, the Group has a working capital deficiency of $17.4 million and had incurred losses of $9.4 million for the year ended December 31, 2025, and has yet to achieve profitable operations resulting in an accumulated deficit of $1.23 billion as of December 31, 2025. The Financial Statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its normal course of operations for the foreseeable future.

Subsequent to December 31, 2025, the Company entered into one-year unsecured bridge loan agreements totaling US$1,500,000, bearing interest at 12% per annum.

The Group continues to actively manage its cash resources and financial commitments to support the ongoing costs of the Annulment Proceedings as well as its general working capital requirements. Excluding the Costs Order and amounts designated for Annulment-related legal fees, and based on the Group's cash and cash equivalents as at December 31, 2025, together with the financings completed subsequent to December 31, 2025 and the fee arrangement deferring payment of certain ICSID Arbitration costs, management believes the Company has sufficient cash to meet its general working capital needs and other material estimated expenditures required to advance the Annulment Proceedings through June 2026.

Accordingly, the Group 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 Group'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 Group's significantly curtailed operations.

Despite the Group'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 obtained on terms and within a timeframe that meets the Group's needs.

These events and conditions indicate material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. As a result, the Group 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 statements of financial position classifications that would be necessary if the Group were unable to realize its assets and settle its liabilities 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 10 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.