Garibaldi Announces Non-Brokered Private Placement Under Listed Issuer Financing Exemption
GARIBALDI RESOURCES CORP.
1150 - 409 Granville Street
Vancouver, British Columbia, V6C 1T2
Telephone: (604) 488-8851 Website: GaribaldiResources.com
TSXV: GGI
OTC: GGIFF
Frankfurt: RQM
GARIBALDI ANNOUNCES NON-BROKERED PRIVATE PLACEMENT UNDER
LISTED ISSUER FINANCING EXEMPTION
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, April 22, 2026 - Garibaldi Resources Corp. (TSXV: GGI) (the “Company” or
“Garibaldi”) announces a proposed non-brokered private placement offering of up to a minimum of
20,000,000 units (each, a “ Unit”) and a maximum of 30,000,000 Units at a price of $0.11 per Unit for gross
proceeds of up to a minimum of $2,200,000 and maximum gross proceeds of $3,300,000 (the “ LIFE
Offering”).
Each Unit will consist of one common share of the Company (each, a “ Share”) and one Share purchase
warrant (each, a “Warrant”). Commencing on the 62nd day after issuance, each Warrant is exercisable into
one (1) Share (each, a “Warrant Share”, and collectively with the Shares and Warrants, the “Securities”) at
a price of $0.15 per Warrant Share for a period of thirty-six (36) months from the date of issuance.
There is an offering document (the “Offering Document”) related to the LIFE Offering that can be accessed
under the Company’s profile at www.sedarplus.ca and on the Company’s website at
www.garibaldiresourcescorp.com. Prospective investor s should read the Offering Document carefully
before making an investment decision.
As disclosed in the Offering Document, the Company intends to use the net proceeds from the LIFE
Offering to fund exploration expenditures on its mineral properties, investor relations and
communications, general corporate and administra tive expenses, and for general working capital
purposes.
The Securities offered as a part of the LIFE Offering shall be offered to purchasers resident in all provinces
of Canada pursuant to the listed issuer financing exem ption under Part 5A of National Instrument 45-106
– Prospectus Exemptions (the “ Listed Issuer Financing Exemption ”). Securities offered under the Listed
Issuer Financing Exemption will not be subject to re sale restrictions to Canadian resident investors
pursuant to applicable Canadian securities laws.
The LIFE Offering is anticipated to close on or about June 5, 2026, or such later date as the Company may
determine. The closing is subject to certain condit ions including, but not limited to, a minimum of
$2,200,000 in gross proceeds being raised by the LIFE O ffering and the receipt of all necessary regulatory
and other approvals, including the approval of the TSX Venture Exchange (the “Exchange”).
As disclosed in the Offering Document, the Company has entered into a finder’s fee agreement with
Research Capital Corporation (“ Research”), pursuant to which Research will receive a cash commission
equal to 8% of the aggregate gross proceeds from in vestors introduced by Research to the Company who
participate in the LIFE Offering and finder’s warrants equal to 8% of the total number of Units sold (each,
a “Finder’s Warrant”). Each Finder’s Warrant will entitle the holder to purchase one Share at an exercise
price of $0.11 per Share for a period of 36 months following the date of issuance.
In connection with the LIFE Offering, the Company has entered into an advisory agreement with Research,
pursuant to which Research has provided financ ial advisory, consulting and support services
(the “Advisory Services”) in connection with the LIFE Offering. In consideration for the Advisory Services,
the Company has agreed to pay Research a work fee equal to $25,000 and issue 230,000 Shares (the Advisor
Shares”) to Research at a deemed price of $0.11 per Share.
The Finder’s Warrants and the Adviso r Shares will be subject to a four month and one day hold period
pursuant to applicable Canadian Securities Laws.
Insiders may participate in the LIFE Offering. Any participation by insiders will constitute a “related party
transaction” as defined under Multilateral Instrument 61101 Protection of Minority Security Holders in Special
Transactions (“ MI 61-101”). The Company expects such participation will be exempt from the formal
valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of
the Units subscribed for by the insiders, nor the cons ideration for the Units paid by such insiders, is
expected to exceed 25% of the Company’s market capitalization.
None of the securities sold in connection with the LIFE Offering will be registered under the United
States Securities Act of 1933, as amended, and none of these securities may be offered or sold in the
United States. 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-bas ed 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.
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.
Forward-Looking Statements Disclaimer
This news release contains forward‑looking statements within the meaning of applicable Canadian securities laws. All statements,
other than statements of historical fact, that address activiti es, events or developments that the Company believes, expects or
anticipates will or may occur in the future are forward ‑looking statements. Forward ‑looking statements in this news release
include, but are not limited to, statements regarding the completion of the LIFE Offering on the terms described or at all, the
intended use of proceeds from the LIFE Offering, the satisfacti on of closing conditions, the receipt of TSX Venture Exchange
approval, and the anticipated closing date of the LIFE Offering.
Forward‑looking statements are based on management’s current expectations, assumptions and beliefs, including assumptions
regarding market conditions, commodity prices, access to capital and the Company’s ability to carry out its planned exploration
and corporate activities, and are subject to a number of risks and uncertainties that may cause actual results or events to dif fer
materially from those expressed or implied in such forward ‑looking statements. These risks an d uncertainties include, without
limitation: the Company’s ability to complete the LIFE Offering as proposed or at a ll; the availability of financing on acceptable
terms; the receipt of required regulatory approvals; general market conditions; fluctuations in commodity prices; and risks beyond
the Company’s control. In addition, global geopolitical even ts and conditions, including ar med conflicts, military actions,
sanctions regimes, trade restrictions and he ightened geopolitical tensio ns arising from conflicts in Ukraine, the Middle East
(including Palestine), and tensions involv ing Iran, may contribute to increased volatility in global financial and commodity
markets, disruptions to supply chains, inflationary pressures, higher interest rates, reduced investor risk appetite, and broad er
macroeconomic uncertainty, any of which could adversely affe ct the Company’s business, financial condition, results of
operations, ability to raise capital, or the timing and execution of its planned activities.
Although the Company believes that the assumptions underlying the forward‑looking statements are reasonable, forward‑looking
statements are not guarantees of future performance and actual results may differ materially from those anticipated. Accordingly,
undue reliance should not be placed on forward‑looking statements. The Company expressly disclaims any intention or obligation
to update or revise any forward‑looking statements, whether as a result of new information, future events or otherwise, except as
required by applicable securities laws.