Mr. Luis da Silva reports

GB MINERALS LTD. ANNOUNCES PROPOSED PRIVATE PLACEMENT OF C$3,000,000

GB Minerals Ltd. has conditionally placed 40 million new common shares in the share capital of the company at a price of 7.5 cents per placement share to raise gross proceeds of $3-million.

The placement is non-brokered. Aterra Investments Ltd., an existing significant shareholder of the company, is proposing to subscribe for 26,666,667 placement shares and will, upon completion of the placement, own an aggregate of 136,573,898 common shares of the company, representing 54 per cent of the share capital, which is an increase from 51.6 per cent. Alpha Infrastructure LLC, also an existing significant shareholder of the company, is proposing to subscribe for 13,333,333 placement shares and will, upon completion of the placement, own an aggregate of 59,874,312 common shares, representing 23.7 per cent of the share capital, which is an increase from 21.9 per cent.

The placement shares represent an increase of approximately 18.8 per cent of the share capital and approximately 15.8 per cent of the fully diluted share capital.

Application will be made for listing of the placement shares on the TSX Venture Exchange. Closing of the placement is subject to the receipt of applicable regulatory approvals, including the approval of the TSX-V.

The placement shares will be subject to a four-month hold period from the date of issuance.

The net proceeds of the placement will be for expenses and development of the company's Farim phosphate mineral property, to meet the company's financial obligations and operational commitments, for financing litigation against GBM Minerals Engineering Consultants Ltd., and for additional working capital. Alpha and Aterra are each a "related party" to the company under Multilateral Instrument 61-101, protection of minority securityholders in special transactions, by virtue of their respective shareholdings being in excess of 10 per cent of the share capital. Aterra currently owns 109,907,231 common shares of the company, representing approximately 51.6 per cent of the share capital. Alpha currently owns 46,540,979 common shares of the company, representing approximately 21.9 per cent of the share capital. Accordingly, the closing of the private placement is a "related party transaction" under MI 61-101.

The private placement is a transaction that is exempt from the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and from the minority approval requirements under Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101 because the $3-million fair market value of the private placement does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

We seek Safe Harbor.