Garrison International Ltd.

Garrison International Ltd.

February 29, 2008 09:00 ET

Board of Directors of Garrison International Ltd. Approves Private Placement of Common Share Units

TORONTO, ONTARIO--(Marketwire - Feb. 29, 2008) - Garrison International Ltd. (TSX VENTURE:GAU) (the "Company" or "Garrison") is pleased to announce that the Board of Directors of the Company authorized the completion of a financing (the "Financing") whereby the Company would issue up to 50,000,000 common share units at $0.10 per unit for gross proceeds of $5,000,000. The common share units to be offered and sold will separate into up to (a) 50,000,000 common shares and (b) 50,000,000 warrants exercisable for 18 months from the date of issue at an exercise price of $0.12 per common share. If the third closing is not completed before the expiration of a price reservation period for this Financing under the rules of the TSX Venture Exchange and an extension of that price reservation period is not granted, the price per common share unit and the exercise price of the warrants issued in the third closing will be determined at a later date in accordance with TSX Venture Exchange rules.

Management of the Company anticipates executing a letter of intent for this Financing, which will provide that the transaction will be completed in three tranches, is subject to the approval of the TSX Venture Exchange and of the Board of Directors of the investor, and other conditions, including a condition that any required shareholder approval must be obtained prior to closing those tranches of the Financing whereby the Company would be issuing securities to a control person of the Company.

In connection with this private placement, 40% of the funds advanced to the Company by Mr. Haligua-Cohen, a former director of the Company, or a corporation owned by Mr. Haligua-Cohen would be repaid at the first closing. The balance of the funds so advanced would begin to accrue interest at a rate of interest of 9.9% from the date of the first closing until repayment, and such sums (with interest) would be repaid at the second closing of the Financing. Mr. Haligua-Cohen will be required to execute a standstill and support agreement in connection with this proposed private placement.

In connection with the private placement, no finders, brokers or other agents are entitled to receive either warrants or a cash consideration.

Tony Bainbridge, the COO and a director of the Company, is a director, officer and significant shareholder of the investor in this Financing.

Tony Bainbridge and Kim Francois, the spouse of Mr. Haligua-Cohen, either abstained from voting at the meeting of the Board of Directors when the private placement and related transactions were considered, or did not participate in that meeting.

Garrison anticipates executing a letter of intent for this private placement and seeking approval of the transaction from the TSX Venture Exchange. Management of the Company also anticipates entering into definitive agreements for the private placement, as well as issuing one or more press releases regarding any additional terms and conditions imposed by the TSX Venture Exchange (assuming approval by the TSX Venture Exchange is granted) and any other terms of conditions that may arise.

The approval by the board of directors, as announced in this press release, is disclosed as a subsequent event note in the Company's interim financial statements for the three and six months ended on December 31st, 2007.

On February 28, 2008, the closing price for Garrison's shares on the TSX Venture Exchange was $0.05 per share.

About the Company

Garrison is a junior mineral exploration company focused on acquiring and developing advanced stage gold properties in Mongolia. For complete details on Garrison International Ltd. and its partners, management encourages investors and interested parties to view its public documents filed on SEDAR at

For all Garrison International Ltd. investor relations needs, investors are asked to visit the Garrison International IR Hub at where they can post questions and receive answers within the same day, or simply review questions and answers posted by other investors. Alternatively, investors are able to e-mail all questions and correspondence to where they can also request to be added to the investor e-mail list to receive all future press releases and updates in real time.


No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements in this news release, other than statements of historical fact, are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding the future plans and objectives of Garrison International Ltd. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Garrison International Ltd. assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

Shares Outstanding - 65,738,057

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information