Garibaldi Extends Private Placement
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 EXTENDS PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, August 19, 2022 - Garibaldi Resources (TSXV: GGI) (the “ Company” or
“Garibaldi”) announces that the TSX Venture Exchange (the “ Exchange”) has granted a thirty (30) day
extension to the Company for completion of its non- brokered non-flow-through private placement (the
“Offering”), previously announced in its News Release of June 30, 2022.
The terms of the Offering provide for the issuance of up to 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 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 proceeds from the Offering will be used for working capital purposes.
A portion or all of the Offering may be co mpleted pursuant to BC Instrument 45-534 – Exemption from
Prospectus Requirement for Certain Tr ades to Existing Security Holders (the “E xisting Security Holder
Exemption”). Under this exemption, existi ng shareholders resident in BC may purchase up to $15,000 in
securities from the Company without qualifying as an accredited invest or 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 determ ining shareholders entitled to participate in the
Offering in reliance on the Existing Shareholder Ex emption and those interested shareholders should
contact the Company before September 15, 2022. Existi ng shareholders who wish to participate in the
Offering should contact the Company at the contact information set forth herein. 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.
Insiders may participate in the Offering.
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. Any participation by inside rs in the Offering will
constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) but is expected to be exempt from the formal valuation and
minority shareholder approval requ irements of MI 61-101. The Offe ring 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 securi ties 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-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 and Mexico.
GARIBALDI RESOURCES CORP.
Per: "Steve Regoci"
Steve Regoci, President
Neither the TSX Venture Exchange nor its Regulation Servic es Provider accepts responsibility for the adequacy or the
accuracy of this release
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain “for ward-looking statements” under applicable Canadian securities legislation that are
not historical facts. Forward-looking stat ements involve risks, uncertainties, an d other factors that could cause actual
results, performance, prospects, and opportunities to differ ma terially 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 O ffering, 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; th e Exchange may not approve the Offering; the proceeds of the
Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the
closing of the Offering; 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 assump tions 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 oblig ation to update or revise any forward-looking statement,
whether as a result of new information, future events, or otherwise.