Garibaldi Announces Closing of Private Placement

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GARIBALDI RESOURCES CORP.

1150 - 409 Granville Street

Vancouver, BC V6C 1T2

Telephone: (604) 488-8851 Website: GaribaldiResources.com

TSXV: GGI

OTC: GGIFF

Frankfurt: RQM

GARIBALDI ANNOUNCES CLOSING OF PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia, July 18, 2025 - Garibaldi Resources Corp. (TSXV: GGI) (the “Company” or

“Garibaldi”) announces that, further to its News Releases of May 9, 2025 and July 4, 2025, it has completed

its non-brokered private placement (the “Offering”), pursuant to which it sold an aggregate of 14,401,988

units (each, a “Unit ”) at a price of $0.07 per Unit for gross proceeds of $ 1,008,139.16. The Offering was

oversubscribed by $8,139.16.

Each Unit consists of one common share (each, a “Share”) of the Company and one common share purchase

warrant (each a “Warrant”), with each Warrant entitling the holder to purchase one Share (each, a “Warrant

Share”) at a price of $0.10 per Warrant Share for a period of three years following the closing of the Offering.

The Company paid an aggregate of $1,260 to one eligible finder in connection with the Offering.

The proceeds from the Offering will be used for exploration and working capital purposes.

All Shares and Warrants issued in connection with the Offering and any Shares issuable on exercise of

Warrants, are subject to a statutory hold period expiring four months and one day after closing of the

Offering.

Each of Steve Regoci, the CEO and a director of the Company, Barrie Di Castri, the CFO, Corporate

Secretary and a director of the Company and Greg Burnett, a director of the Company (each, an “Insider”)

subscribed for an aggregate of 1,192,856 Units under the Offering, each of which are considered to be a

“related party transaction” within the meaning of Multilateral Instrument 61- 101 – Protection of Minority

Security Holders in Special Transactions (“MI 61-101”). Each issuance to each of the Insiders is exempt from

the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Shares

are not listed on a specified market and from the minority shareholder approval requirements of MI 61 -

101 by virtue of the exemption contained in section 5.7(a) of MI 61 -101 in that the fair market value of the

consideration of the Shares and Warrants to be issued to each Insider does not exceed 25% of the

Company’s market capitalization.

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 fro m 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.

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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