This press release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
BUCHAREST, RO / ACCESS Newswire / November 14, 2025 / On November 12, 2025, Swiss Capital S.A. ("Swiss Capital") acquired 10,781,571 units ("Units") of Gabriel Resources Ltd. (the "issuer") in connection with the issuer's private placement (the "Private Placement"). The Units were issued at a price of C$0.105 per Unit. Each Unit consists of one common share ("Common Shares") and one common share purchase warrant ("Warrant"). Each Warrant entitles Swiss Capital to purchase one Common Share at a price of C$0.14 per share for a period of five years.
Upon completion of the Private Placement, Swiss Capital owns 50,263,256 Common Shares, 39,319,571 Warrants, and 28,538,000 contingent value rights of the Company, such Common Shares representing approximately 18.13% of the issued and outstanding Common Shares. Assuming the exercise of all of the Warrants beneficially owned by the Acquiror and that no other securities, including those convertible into, or exercisable for, the issuer's securities, are issued, converted or exercised, the Acquiror would own 89,582,828 Common Shares, representing approximately 28.30% of the issued and outstanding Common Shares.
Prior to completion of the Private Placement, the Acquiror owned 39,481,685 Common Shares, 28,538,000 Warrants, and 28,538,000 CVRs, such Common Shares representing approximately 16.47% of the issued and outstanding Common Shares. Assuming the exercise of all of the Warrants beneficially owned by the Acquiror at the date thereof and that no other securities, including those convertible into, or exercisable for, the issuer's securities, are issued, converted or exercised, the Acquiror would have owned 68,019,685 Common Shares, representing approximately 25.35% of the issued and outstanding Common Shares at that time.
The securities of the issuer noted above referred to above were acquired for investment purposes and Swiss Capital may, depending on market and other conditions, increase or decrease its beneficial ownership of Common Shares or other securities of the issuer whether in the open market, by privately negotiated agreement or otherwise.
Swiss Capital is an "accredited investor" (as such term is defined in National Instrument 45-106 - Prospectus Exemptions adopted by the Canadian Securities Administrators).
The issuer's head office is located at Suite 200 - 204 Lambert Street, Whitehorse, Yukon Y1A 1Z4. Swiss Capital is located at 20 Dacia Boulevard, 4th Floor, Romana Offices Building, 1st District, Bucharest, PC 010412 Romania. A copy of the early warning report to which this news release relates can be obtained from Bogdan Juravle (Tel: +40214084200) or on the SEDAR+ profile of the issuer at www.sedarplus.ca.
SOURCE: Swiss Capital S.A.
View the original press release on ACCESS Newswire:
https://www.accessnewswire.com/newsroom/en/banking-and-financial-services/swiss-capital-s.a.-acquires-units-of-gabriel-resources-ltd.-in-priva-1102469