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TORONTO, ONTARIO--(Marketwire
- May 27, 2009) -
NOT FOR RELEASE IN THE UNITED STATES OR OVER U.S. NEWSWIRE SERVICES
Gabriel Resources Ltd. ("Gabriel" or the "Company")
(TSX:GBU) is pleased to announce that it has priced its previously
announced public offering of common shares (the "Offering"). Pursuant
to the Offering, the Company will issue 25.9 million common shares
("Common Shares") at a price of $2.25 per Common Share (the
"Offering Price"), for aggregate gross proceeds of
approximately $58 million. The Company will file an amended and
restated preliminary prospectus in each of the provinces of Canada.
Cormark Securities Inc. and RBC Capital
Markets are acting as Joint Bookrunners of
the Offering with a syndicate that includes Canaccord
Capital Corporation.
As previously announced, each of Electrum Strategic Holdings LLC and
Paulson & Co. Inc., two significant shareholders of the Company
have indicated their interest to subscribe for, on a private placement
basis (the "Private Placement"), such number of common shares
of the Company which, at the minimum would enable them to maintain
their respective proportionate interest in the Company, after giving
effect to the Private Placement and the Offering, and at a maximum, the
number of common shares of the Company which would enable them to
increase their percentage interest in the Company to a percentage not
equal to or greater than 20.0% of the Company's issued and outstanding
shares, after giving effect to the Private Placement and the Offering. The
gross proceeds of the Private Placement are expected to be
approximately $42 million which, together with the Offering, will
provide Gabriel with aggregate gross proceeds of approximately $100
million. Closing of the Private Placement and the Offering will each be
conditional upon the closing of the other. The common shares to be
issued pursuant to the Private Placement will be subject to the
regulatory framework of the Toronto Stock Exchange (the
"TSX") which may restrict the number of common shares to be
subscribed for. The price per common share under the Private Placement
will be the same as the Offering Price.
The Company intends to use the net proceeds of the Offering and the
Private Placement to finance the development of the Rosia
Montana gold deposit in Romania
and for general corporate purposes.
The Common Shares have not been, will not be, registered under the
United States Act of 1933, as amended, or any state securities laws and
may not be offered or sold in the United States absent registration or
applicable exemption from the registration requirement of such Act and
applicable state securities laws. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy, nor
shall there by any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would
be unlawful prior to qualification under the securities laws of any
such jurisdiction. Any public offering of securities to be made in the
United States would, if made, by made by means of a prospectus that
could be obtained from the Company that would contain detailed
information about the Company and management as well as financial
statements.
About Gabriel
Gabriel is a Canadian-based resource company committed to responsible
mining and sustainable development in the communities in which it
operates. Gabriel is currently engaged in the exploration and
development of mineral properties in Romania and is presently
engaged in the development of the Rosia
Montana gold project. For more information please visit Gabriel's
website at www.gabrielresources.com.
Forward-Looking Statements: Certain statements included in this press
release, including the anticipated use of the net proceeds of the
financing, the expected date of closing of the Offering and the Private
Placement, and other statements that express management's expectations
or estimates regarding the timing of completion of various aspects of
any proposed financing by Gabriel or of our future performance,
constitute "forward-looking statements" within the meaning of
the United States Private Securities Litigation Reform Act of 1995 and
Canadian securities legislation. The words "believe",
"expect", "anticipate", "contemplate",
"target", "plan", "intends",
"continue", "budget", "estimate",
"may", "will", "schedule", and similar
expressions identify forward-looking statements. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by management, are
inherently subject to significant business, economic and competitive
uncertainties and contingencies. In particular, the press release
includes many such forward-looking statements and such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause the actual financial results, performance or
achievements of Gabriel to be materially different from its estimated
future results, performance or achievements expressed or implied by
those forward-looking statements and its forward-looking statements are
not guarantees of future performance. These risks, uncertainties and
other factors include, but are not limited to: expectations regarding
the gross proceeds to be raised in the Public Offering and the Private
Placement and the anticipated use of the net proceeds of the financing.
While Gabriel may elect to, Gabriel is under no obligation to and does
not undertake to update this information at any particular time, except
as required by law.
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