Garibaldi Announces $3.0 Million Financing
GARIBALDI ANNOUNCES $3.0 MILLION
FINANCING
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
TSXV: GGI
OTC: GGIFF
Frankfurt
: RQM
VANCOUVER, BC
,
July 5, 2022
/CNW/ - Garibaldi Resources (TSXV: GGI) (the "
Company
" or
"
Garibaldi
") is pleased to announce a non-brokered private placement (the "
Offering
") of up
to 4,651,162 flow-through units (each, a "
FT
Unit
") at a price of
$0.43
per FT Unit for gross
proceeds of up to CDN
$2.0 million
and 2,500,000 non-flow-through units (each, a "
Unit
") at a price
of
$0.40
per Unit for gross proceeds of up to CDN
$1.0 million
.
Each FT Unit will consist of one common share of the Company issued on a "flow-through" basis
pursuant to the
Income Tax Act
(
Canada
) and one-half of one common share purchase warrant
(each whole warrant, a "
FT
Warrant
"), with each FT Warrant entitling the holder to purchase one
common share (on a non-flow-through basis) at a price of
$0.55
per common share for a period of
two years following the closing of the Offering.
Each Unit will consist of one common share of the Company (on a non-flow-through basis) and one-
half of one common share purchase warrant (each whole warrant, a "
Warrant
"), with each Warrant
entitling the holder to purchase one common share (on a non-flow-through basis) at a price of
$0.55
per common share for a period of two years following the closing of the Offering.
All of the proceeds from the offering of FT Units will be used to further advance Garibaldi's 100%
owned flagship E&L nickel-copper-cobalt project on Nickle Mountain and other
British Columbia
properties (See projected drill map at
www.GaribaldiResources.com
. All proceeds from the offering
of Units will be used for working capital purposes.
A portion or all of the Offering may be completed pursuant to BC Instrument 45-534 –
Exemption
from Prospectus Requirement for Certain Trades to Existing Security Holders
(the "E
xisting
Security Holder Exemption
"). Under this exemption, existing shareholders resident in BC may
purchase up to
$15,000
in securities from the Company without qualifying as an accredited investor
or an unlimited amount if the shareholder has obtained advice regarding the suitability of the
investment from a person that is registered as an investment dealer. Similar exemptions exist in
certain other jurisdictions. The Company has set
June 30, 2022
as the record date for the purpose
of determining shareholders entitled to participate in the Offering in reliance on the Existing
Shareholder Exemption and those interested shareholders should contact the Company before
July
15, 2022
. Existing shareholders who wish to participate in the Offering should contact the Company
at (
) as set forth here. In the event that aggregate subscriptions for
Units under the Offering exceed the maximum number of securities to be distributed, then Units will
be sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for.
In addition to the Existing Security Holder Exemption, a portion or all of the Offering may be
completed pursuant to BC Instrument 45-536 –
Exemption from Prospectus Requirement for
Certain Distributions Through an Investment Dealer
(the "
Investment Dealer Exemption
").
Pursuant to the Investment Dealer Exemption, each subscriber relying on the Investment Dealer
Exemption must obtain advice regarding the suitability of the investment from a registered investment
dealer. In addition to conducting the Offering pursuant to the Existing Shareholder Exemption and the
Investment Dealer Exemption, the Offering will also be conducted pursuant to other available
prospectus exemptions.
There is no minimum number of FT Units or Units or minimum aggregate proceeds required to close
the Offering. There is no material fact or material change about the Company that has not been
generally disclosed.
All securities issued in connection with the Offering will be subject to a statutory hold period expiring
four months and one day after closing of the Offering. The Financing may include finder's fees
commission's payable in cash and/or securities and is subject to approval of the TSX Venture
Exchange.
None of the securities sold in connection with the Offering will be registered under the United States
Securities Act of 1933, as amended, and no such securities may be offered or sold in
the United
States
absent registration or an applicable exemption from the registration requirements. This news
release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Garibaldi
Garibaldi Resources Corp. is an active Canadian-based junior exploration company focused on
creating shareholder value through discoveries and strategic development of its assets in some of
the most prolific mining regions in
British Columbia
and
Mexico
.
GARIBALDI RESOURCES CORP.
Per:
"Steve Regoci"
Steve Regoci
, President
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for
the adequacy or the accuracy of this release
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian
securities legislation that are not historical facts. Forward-looking statements involve risks,
uncertainties, and other factors that could cause actual results, performance, prospects, and
opportunities to differ materially from those expressed or implied by such forward-looking
statements. Forward-looking statements in this news release include, but are not limited to,
statements with respect to the expectations of management regarding the proposed Offering, the
expectations of management regarding the use of proceeds of the Offering, closing conditions for
the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and
Exchange approval of the proposed Offering. Although the Company believes that the expectations
reflected in the forward-looking information are reasonable, there can be no assurance that such
expectations will prove to be correct. Such forward-looking statements are subject to risks and
uncertainties that may cause actual results, performance or developments to differ materially from
those contained in the statements including that: the Company may not complete the Offering on
terms favorable to the Company or at all; the Exchange may not approve the Offering; the
proceeds of the Offering may not be used as stated in this news release; the funds raised from the
sale of the FT Units and the Units may not be renounced in favour of the Shareholders; the
Company may be unable to satisfy all of the conditions to the Closing; and those additional risks
set out in the Company's public documents filed on SEDAR at
www.sedar.com
. Although the
Company believes that the assumptions and factors used in preparing the forward-looking
statements are reasonable, undue reliance should not be placed on these statements, which only
apply as of the date of this news release, and no assurance can be given that such events will
occur in the disclosed time frames or at all. Except where required by law, the Company disclaims
any intention or obligation to update or revise any forward-looking statement, whether as a result of
new information, future events, or otherwise.
SOURCE
Garibaldi Resources Corp.
View original content:
http://www.newswire.ca/en/releases/archive/July2022/05/c6723.html
%SEDAR: 00004262E
For further information:
GARIBALDI RESOURCES CORP., 1150 - 409 Granville Street,
Vancouver, BC V6C 1, Telephone: (604) 488-8851, Website: GaribaldiResources.com
CO: Garibaldi Resources Corp.
CNW 08:00e 05-JUL-22