{"success":true,"data":{"pressRelease":{"id":"5338","rtpr_id":"nNFC2N3PzX","ticker":"GGI","exchange":"","all_tickers":["GGI"],"title":"Garibaldi Announces Non-Brokered Private Placement Under Listed Issuer Financing Exemption","author":"Newsfile Corp","published_at":"2026-04-22T19:59:54.964Z","article_body":"Vancouver, British Columbia--(Newsfile Corp. - April 22, 2026) - Garibaldi\nResources Corp. (TSXV: GGI) (the \"Company\" or \"Garibaldi\") announces a\nproposed non-brokered private placement offering of up to a minimum of\n20,000,000 units (each, a \"Unit\") and a maximum of 30,000,000 Units at a price\nof $0.11 per Unit for gross proceeds of up to a minimum of $2,200,000 and\nmaximum gross proceeds of $3,300,000 (the \"LIFE Offering\").\n\nEach Unit will consist of one common share of the Company (each, a \"Share\")\nand one Share purchase warrant (each, a \"Warrant\"). Commencing on the 62(nd)\nday after issuance, each Warrant is exercisable into one (1) Share (each, a\n\"Warrant Share\", and collectively with the Shares and Warrants, the\n\"Securities\") at a price of $0.15 per Warrant Share for a period of thirty-six\n(36) months from the date of issuance.\n\nThere is an offering document (the \"Offering Document\") related to the LIFE\nOffering that can be accessed under the Company's profile at www.sedarplus.ca\nand on the Company's website at www.garibaldiresourcescorp.com. Prospective\ninvestors should read the Offering Document carefully before making an\ninvestment decision.\n\nAs disclosed in the Offering Document, the Company intends to use the net\nproceeds from the LIFE Offering to fund exploration expenditures on its\nmineral properties, investor relations and communications, general corporate\nand administrative expenses, and for general working capital purposes.\n\nThe Securities offered as a part of the LIFE Offering shall be offered to\npurchasers resident in all provinces of Canada pursuant to the listed issuer\nfinancing exemption under Part 5A of National Instrument 45-106 - Prospectus\nExemptions (the \"Listed Issuer Financing Exemption\"). Securities offered under\nthe Listed Issuer Financing Exemption will not be subject to resale\nrestrictions to Canadian resident investors pursuant to applicable Canadian\nsecurities laws.\n\nThe LIFE Offering is anticipated to close on or about June 5, 2026, or such\nlater date as the Company may determine. The closing is subject to certain\nconditions including, but not limited to, a minimum of $2,200,000 in gross\nproceeds being raised by the LIFE Offering and the receipt of all necessary\nregulatory and other approvals, including the approval of the TSX Venture\nExchange (the \"Exchange\").\n\nAs disclosed in the Offering Document, the Company has entered into a finder's\nfee agreement with Research Capital Corporation (\"Research\"), pursuant to\nwhich Research will receive a cash commission equal to 8% of the aggregate\ngross proceeds from investors introduced by Research to the Company who\nparticipate in the LIFE Offering and finder's warrants equal to 8% of the\ntotal number of Units sold (each, a \"Finder's Warrant\"). Each Finder's Warrant\nwill entitle the holder to purchase one Share at an exercise price of $0.11\nper Share for a period of 36 months following the date of issuance.\n\nIn connection with the LIFE Offering, the Company has entered into an advisory\nagreement with Research, pursuant to which Research has provided financial\nadvisory, consulting and support services (the \"Advisory Services\") in\nconnection with the LIFE Offering. In consideration for the Advisory Services,\nthe Company has agreed to pay Research a work fee equal to $25,000 and issue\n230,000 Shares (the Advisor Shares\") to Research at a deemed price of $0.11\nper Share.\n\nThe Finder's Warrants and the Advisor Shares will be subject to a four month\nand one day hold period pursuant to applicable Canadian Securities Laws.\n\nInsiders may participate in the LIFE Offering. Any participation by insiders\nwill constitute a \"related party transaction\" as defined under Multilateral\nInstrument 61101 Protection of Minority Security Holders in Special\nTransactions (\"MI 61-101\"). The Company expects such participation will be\nexempt from the formal valuation and minority shareholder approval\nrequirements of MI 61-101 as neither the fair market value of the Units\nsubscribed for by the insiders, nor the consideration for the Units paid by\nsuch insiders, is expected to exceed 25% of the Company's market\ncapitalization.\n\nNone of the securities sold in connection with the LIFE Offering will be\nregistered under the United States Securities Act of 1933, as amended, and\nnone of these securities may be offered or sold in the United States. This\nnews release shall not constitute an offer to sell or the solicitation of an\noffer to buy nor shall there be any sale of the securities in any jurisdiction\nin which such offer, solicitation or sale would be unlawful.\n\nAbout Garibaldi\n\nGaribaldi Resources Corp. is an active Canadian-based junior exploration\ncompany focused on creating shareholder value through discoveries and\nstrategic development of its assets in some of the most prolific mining\nregions in British Columbia.\n\nGARIBALDI RESOURCES CORP.\n\nPer: \"Steve Regoci\"\n\nSteve Regoci, President\nTelephone: (604) 488-8851\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider accepts\nresponsibility for the adequacy or the accuracy of this release.\n\nForward-Looking Statements Disclaimer\n\nThis news release contains forward-looking statements within the meaning of\napplicable Canadian securities laws. All statements, other than statements of\nhistorical fact, that address activities, events or developments that the\nCompany believes, expects or anticipates will or may occur in the future are\nforward-looking statements. Forward-looking statements in this news release\ninclude, but are not limited to, statements regarding the completion of the\nLIFE Offering on the terms described or at all, the intended use of proceeds\nfrom the LIFE Offering, the satisfaction of closing conditions, the receipt of\nTSX Venture Exchange approval, and the anticipated closing date of the LIFE\nOffering.\n\nForward-looking statements are based on management's current expectations,\nassumptions and beliefs, including assumptions regarding market conditions,\ncommodity prices, access to capital and the Company's ability to carry out its\nplanned exploration and corporate activities, and are subject to a number of\nrisks and uncertainties that may cause actual results or events to differ\nmaterially from those expressed or implied in such forward-looking statements.\nThese risks and uncertainties include, without limitation: the Company's\nability to complete the LIFE Offering as proposed or at all; the availability\nof financing on acceptable terms; the receipt of required regulatory\napprovals; general market conditions; fluctuations in commodity prices; and\nrisks beyond the Company's control. In addition, global geopolitical events\nand conditions, including armed conflicts, military actions, sanctions\nregimes, trade restrictions and heightened geopolitical tensions arising from\nconflicts in Ukraine, the Middle East (including Palestine), and tensions\ninvolving Iran, may contribute to increased volatility in global financial and\ncommodity markets, disruptions to supply chains, inflationary pressures,\nhigher interest rates, reduced investor risk appetite, and broader\nmacroeconomic uncertainty, any of which could adversely affect the Company's\nbusiness, financial condition, results of operations, ability to raise\ncapital, or the timing and execution of its planned activities.\n\nAlthough the Company believes that the assumptions underlying the\nforward-looking statements are reasonable, forward-looking statements are not\nguarantees of future performance and actual results may differ materially from\nthose anticipated. Accordingly, undue reliance should not be placed on\nforward-looking statements. The Company expressly disclaims any intention or\nobligation to update or revise any forward-looking statements, whether as a\nresult of new information, future events or otherwise, except as required by\napplicable securities laws.\n\nNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION\nIN THE UNITED STATES\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/293862","article_body_html":"","raw_payload":{"data":{"id":"nNFC2N3PzX","title":"Garibaldi Announces Non-Brokered Private Placement Under Listed Issuer Financing Exemption","author":"Newsfile Corp","ticker":"GGI","created":"2026-04-22T19:59:54.964Z","tickers":["GGI"],"exchange":"","article_body":"Vancouver, British Columbia--(Newsfile Corp. - April 22, 2026) - Garibaldi\nResources Corp. (TSXV: GGI) (the \"Company\" or \"Garibaldi\") announces a\nproposed non-brokered private placement offering of up to a minimum of\n20,000,000 units (each, a \"Unit\") and a maximum of 30,000,000 Units at a price\nof $0.11 per Unit for gross proceeds of up to a minimum of $2,200,000 and\nmaximum gross proceeds of $3,300,000 (the \"LIFE Offering\").\n\nEach Unit will consist of one common share of the Company (each, a \"Share\")\nand one Share purchase warrant (each, a \"Warrant\"). Commencing on the 62(nd)\nday after issuance, each Warrant is exercisable into one (1) Share (each, a\n\"Warrant Share\", and collectively with the Shares and Warrants, the\n\"Securities\") at a price of $0.15 per Warrant Share for a period of thirty-six\n(36) months from the date of issuance.\n\nThere is an offering document (the \"Offering Document\") related to the LIFE\nOffering that can be accessed under the Company's profile at www.sedarplus.ca\nand on the Company's website at www.garibaldiresourcescorp.com. Prospective\ninvestors should read the Offering Document carefully before making an\ninvestment decision.\n\nAs disclosed in the Offering Document, the Company intends to use the net\nproceeds from the LIFE Offering to fund exploration expenditures on its\nmineral properties, investor relations and communications, general corporate\nand administrative expenses, and for general working capital purposes.\n\nThe Securities offered as a part of the LIFE Offering shall be offered to\npurchasers resident in all provinces of Canada pursuant to the listed issuer\nfinancing exemption under Part 5A of National Instrument 45-106 - Prospectus\nExemptions (the \"Listed Issuer Financing Exemption\"). Securities offered under\nthe Listed Issuer Financing Exemption will not be subject to resale\nrestrictions to Canadian resident investors pursuant to applicable Canadian\nsecurities laws.\n\nThe LIFE Offering is anticipated to close on or about June 5, 2026, or such\nlater date as the Company may determine. The closing is subject to certain\nconditions including, but not limited to, a minimum of $2,200,000 in gross\nproceeds being raised by the LIFE Offering and the receipt of all necessary\nregulatory and other approvals, including the approval of the TSX Venture\nExchange (the \"Exchange\").\n\nAs disclosed in the Offering Document, the Company has entered into a finder's\nfee agreement with Research Capital Corporation (\"Research\"), pursuant to\nwhich Research will receive a cash commission equal to 8% of the aggregate\ngross proceeds from investors introduced by Research to the Company who\nparticipate in the LIFE Offering and finder's warrants equal to 8% of the\ntotal number of Units sold (each, a \"Finder's Warrant\"). Each Finder's Warrant\nwill entitle the holder to purchase one Share at an exercise price of $0.11\nper Share for a period of 36 months following the date of issuance.\n\nIn connection with the LIFE Offering, the Company has entered into an advisory\nagreement with Research, pursuant to which Research has provided financial\nadvisory, consulting and support services (the \"Advisory Services\") in\nconnection with the LIFE Offering. In consideration for the Advisory Services,\nthe Company has agreed to pay Research a work fee equal to $25,000 and issue\n230,000 Shares (the Advisor Shares\") to Research at a deemed price of $0.11\nper Share.\n\nThe Finder's Warrants and the Advisor Shares will be subject to a four month\nand one day hold period pursuant to applicable Canadian Securities Laws.\n\nInsiders may participate in the LIFE Offering. Any participation by insiders\nwill constitute a \"related party transaction\" as defined under Multilateral\nInstrument 61101 Protection of Minority Security Holders in Special\nTransactions (\"MI 61-101\"). The Company expects such participation will be\nexempt from the formal valuation and minority shareholder approval\nrequirements of MI 61-101 as neither the fair market value of the Units\nsubscribed for by the insiders, nor the consideration for the Units paid by\nsuch insiders, is expected to exceed 25% of the Company's market\ncapitalization.\n\nNone of the securities sold in connection with the LIFE Offering will be\nregistered under the United States Securities Act of 1933, as amended, and\nnone of these securities may be offered or sold in the United States. This\nnews release shall not constitute an offer to sell or the solicitation of an\noffer to buy nor shall there be any sale of the securities in any jurisdiction\nin which such offer, solicitation or sale would be unlawful.\n\nAbout Garibaldi\n\nGaribaldi Resources Corp. is an active Canadian-based junior exploration\ncompany focused on creating shareholder value through discoveries and\nstrategic development of its assets in some of the most prolific mining\nregions in British Columbia.\n\nGARIBALDI RESOURCES CORP.\n\nPer: \"Steve Regoci\"\n\nSteve Regoci, President\nTelephone: (604) 488-8851\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider accepts\nresponsibility for the adequacy or the accuracy of this release.\n\nForward-Looking Statements Disclaimer\n\nThis news release contains forward-looking statements within the meaning of\napplicable Canadian securities laws. All statements, other than statements of\nhistorical fact, that address activities, events or developments that the\nCompany believes, expects or anticipates will or may occur in the future are\nforward-looking statements. Forward-looking statements in this news release\ninclude, but are not limited to, statements regarding the completion of the\nLIFE Offering on the terms described or at all, the intended use of proceeds\nfrom the LIFE Offering, the satisfaction of closing conditions, the receipt of\nTSX Venture Exchange approval, and the anticipated closing date of the LIFE\nOffering.\n\nForward-looking statements are based on management's current expectations,\nassumptions and beliefs, including assumptions regarding market conditions,\ncommodity prices, access to capital and the Company's ability to carry out its\nplanned exploration and corporate activities, and are subject to a number of\nrisks and uncertainties that may cause actual results or events to differ\nmaterially from those expressed or implied in such forward-looking statements.\nThese risks and uncertainties include, without limitation: the Company's\nability to complete the LIFE Offering as proposed or at all; the availability\nof financing on acceptable terms; the receipt of required regulatory\napprovals; general market conditions; fluctuations in commodity prices; and\nrisks beyond the Company's control. In addition, global geopolitical events\nand conditions, including armed conflicts, military actions, sanctions\nregimes, trade restrictions and heightened geopolitical tensions arising from\nconflicts in Ukraine, the Middle East (including Palestine), and tensions\ninvolving Iran, may contribute to increased volatility in global financial and\ncommodity markets, disruptions to supply chains, inflationary pressures,\nhigher interest rates, reduced investor risk appetite, and broader\nmacroeconomic uncertainty, any of which could adversely affect the Company's\nbusiness, financial condition, results of operations, ability to raise\ncapital, or the timing and execution of its planned activities.\n\nAlthough the Company believes that the assumptions underlying the\nforward-looking statements are reasonable, forward-looking statements are not\nguarantees of future performance and actual results may differ materially from\nthose anticipated. Accordingly, undue reliance should not be placed on\nforward-looking statements. The Company expressly disclaims any intention or\nobligation to update or revise any forward-looking statements, whether as a\nresult of new information, future events or otherwise, except as required by\napplicable securities laws.\n\nNOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION\nIN THE UNITED STATES\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/293862"},"type":"article","timestamp":"2026-04-22T19:59:55.02577179Z","server_sent_at_ms":1776887995025},"received_at":"2026-04-22T19:59:55.078Z","source_url":"https://www.newsfilecorp.com/release/293862"},"analysis":{"id":"3888","press_release_id":"5338","analysis_json":{"industry":{"label":"Materials","sector":"Materials"},"redFlags":["Use of proceeds includes 'investor relations and communications'","Finder's fee paid in cash and warrants; advisory fee paid in cash and shares"],"eventType":"offering","narrative":"Garibaldi Resources announced a non-brokered private placement of up to 30 million units at $0.11 per unit.\n\nThe offering targets gross proceeds between $2.2 million and $3.3 million to fund exploration, investor relations, and working capital.\n\nEach unit consists of one share and one warrant exercisable at $0.15, with the transaction expected to close on or about June 5, 2026.","sentiment":"bearish","agentHooks":{"shouldPost":false,"suggestedAngle":"Routine exploration raise dilutes existing holders."},"keyFigures":{"offeringPrice":0.11,"sharesOffered":30000000},"quotedText":"","namedEntities":{"people":[{"name":"Steve Regoci","role":"President"}],"products":[],"companies":[{"name":"Garibaldi Resources Corp.","ticker":"GGI"},{"name":"Research Capital Corporation","relationship":"finder/advisor"}],"dollarAmounts":[{"amount":"$0.11","context":"per Unit offering price"},{"amount":"$2,200,000","context":"minimum gross proceeds"},{"amount":"$3,300,000","context":"maximum gross proceeds"},{"amount":"$0.15","context":"per Share warrant exercise price"},{"amount":"$25,000","context":"advisory work fee"}]},"materialImpact":{"score":2,"reasoning":"Standard non-brokered private placement for a junior mining exploration company. While dilutive, the $3.3M maximum raise is routine for this stage and size of company, not a binary transformational event."},"tickerRelevance":{"others":[],"primary":"GGI"},"eventTypeSecondary":["dilution"]},"event_type":"offering","event_type_secondary":["dilution"],"sentiment":"bearish","material_impact_score":2,"narrative":"Garibaldi Resources announced a non-brokered private placement of up to 30 million units at $0.11 per unit.\n\nThe offering targets gross proceeds between $2.2 million and $3.3 million to fund exploration, investor relations, and working capital.\n\nEach unit consists of one share and one warrant exercisable at $0.15, with the transaction expected to close on or about June 5, 2026.","key_figures":{"offeringPrice":0.11,"sharesOffered":30000000},"named_entities":{"people":[{"name":"Steve Regoci","role":"President"}],"products":[],"companies":[{"name":"Garibaldi Resources Corp.","ticker":"GGI"},{"name":"Research Capital Corporation","relationship":"finder/advisor"}],"dollarAmounts":[{"amount":"$0.11","context":"per Unit offering price"},{"amount":"$2,200,000","context":"minimum gross proceeds"},{"amount":"$3,300,000","context":"maximum gross proceeds"},{"amount":"$0.15","context":"per Share warrant exercise price"},{"amount":"$25,000","context":"advisory work fee"}]},"model_name":"glm-4.7","prompt_hash":"sha256:2f2748f0fcc8c4f2","schema_hash":"sha256:ad96b863d7123008","created_at":"2026-04-22T21:30:34.028Z","global_importance":3,"audience_relevance":3,"importance_components":{"method":"backfill-heuristic","signals":{"bodyLong":false,"headlineTier1":false,"tickerCovered":false,"hadSignificance":false},"version":1,"computedAt":"2026-04-27T11:52:54.376Z"}},"durationMs":88316,"modelName":"glm-4.7"}}