Garibaldi acquires La Patilla property, Mexico

Garibaldi acquires La Patilla property, Mexico

PR Newswire

TSX-V: GGI
Frankfurt: RQM

VANCOUVER, April 15, 2013 /PRNewswire/ – Garibaldi Resources Corp. (TSX.V: GGI)
(the “Company” or “Garibaldi”) is pleased to report that it has
completed a transaction to acquire a 100% interest in the 99 hectare La
Patilla property located in the Municipality of Rosario, State of
Sinaloa, Mexico
(the “La Patilla Property” or the “Property”).

The La Patilla Property lies in the RosarioLas Rastras mining district
that hosts numerous small gold-bearing veins as well as Marlin Gold’s
(formerly Oro Mining) La Trinidad project with 4.326 million tonnes of
indicated resources at a grade of 1.79 g/t for a total of 248,610 oz
gold. Several gold bearing quartz veins occur on the Property that
have been the subject of small scale mining operations by artisanal
miners or “gambusinos” for a number of years and dating to historic
times. Exploration by ProDeMin has defined two principal targets to
date, including the La Patilla vein system and the Gambusino mine. The
La Patilla Property was optioned from the original owners by ProDeMin
in 2010 for its potential to develop a small mining operation.

Garibaldi is acquiring the La Patilla Property through taking an
assignment of an option to acquire the Property held by Prospeccion y
Desarrollo Minero del Norte, S.A. de C.V. (“ProDeMin”), a private
Mexican company controlled by Dr. Craig Gibson, PhD., a director of the
Company, and then exercising the option to acquire the Property from
the underlying Mexican owners. Pursuant to the terms of the agreements,
Garibaldi paid US$40,000 to the underlying owners to exercise the
option, US$30,000 to ProDeMin to reimburse it for previous option
payments made and will issue 300,000 shares in the capital of Garibaldi
to ProDeMin on receipt of acceptance for filing for the transaction
from the TSX Venture Exchange (the “Exchange”). Should the Property be
placed in commercial production by Garibaldi, Garibaldi will issue a
further 800,000 shares to ProDeMin and will pay a 3% NSR royalty to
ProDeMin. The royalty is capped at US$3,000,000 and Garibaldi may buy
back 2 percentage points of the royalty at any time upon the payment of
US$2,000,000 to ProDeMin.

With the assignment of the option being acquired from ProDeMin, a
company controlled by Dr. Craig Gibson, a director of Garibaldi, the
transaction is considered a related party transaction and subject to
the provisions of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “Instrument”). The Instrument makes provisions for a formal
valuation and minority shareholder approval for related party
transactions, however, provides exemptions from these requirements in
certain circumstances. For this transaction, Garibaldi is relying on
the exemption from the valuation requirements found in subsection
5.5(a) of the Instrument and on the exemption from the minority
shareholder approval requirement found in subsection 5.7(i)(a) of the
Instrument on the basis for both exemptions that the transaction has a
value of less than twenty-five percent of the market capitalization of
Garibaldi’s issued shares. Pursuant to the transaction, at closing, Dr.
Gibson’s beneficial holdings, or holdings over which he has control or
direction, of shares of Garibaldi will increase from nil to 300,000
shares or 0.52 % of the issued share capital of Garibaldi.

The decision to acquire the La Patilla Property was approved by the
Board of Directors of Garibaldi, with Dr. Gibson abstaining from voting
on the matter due to his interest in the transaction, as disclosed. In
making its decision, the Board considered the long history of artisanal
mining for gold on the Property, the geological systems located on the
Property and the identified potential for near-term small-scale
commercial production by employing modern technology and equipment to
further develop the Property.

We seek safe harbour.

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.

SOURCE Garibaldi Resources Corp.

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