Garibaldi Resources Corp.

Garibaldi Resources Corp.

February 01, 2006 17:42 ET

Garibaldi Resources Corp.: Private Placement Closes

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 1, 2006) - Garibaldi Resources Corp. (TSX VENTURE:GGI) -

Private Placement

Further to its news releases of January 10, 2006, Garibaldi Resources Corp. (the "Company") is pleased to announce that it has closed the private placement of its securities at $0.25 per unit with respect to 500,000 units on a non-brokered basis and 1,400,000 units through its agent, Bolder Investment Partners, Ltd. (the "Agent"). Each unit consists of one common share in the capital of the Company and one two-year non-transferable share purchase warrant (the "Warrant") with each Warrant entitling the holder to acquire one additional common share of the Company at a price of $0.35 per share. During the term of the Warrants, should the Company's common shares trade at or above a weighted average trading price of $0.50 per share for twenty consecutive trading days, the Company will have the right to issue a written notice that the Warrants will expire 30 days from providing such notice. In conjunction with the placement and in accordance with the terms of the agency agreement, the Company has paid the Agent a commission of $25,400 in cash and 10,400 units of the offering and issued the Agent 140,000 two-year non-transferable Agent's Options, each such Option entitling the Agent to acquire one additional common share of the Company at a price of $0.35. The units, the Agent's Options and any underlying shares are subject to a hold period and may not be traded until June 1, 2006.


Steve Regoci, President

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this News Release.

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