Mr. Steve Regoci reports

GARIBALDI ANNOUNCES NON-BROKERED PRIVATE PLACEMENT UNDER LISTED ISSUER FINANCING EXEMPTION

Garibaldi Resources Corp. has proposed a non-brokered private placement offering of up to a minimum of 20 million units and a maximum of 30 million units at a price of 11 cents per unit for gross proceeds of up to a minimum of $2.2-million and maximum gross proceeds of $3.3-million.

Each unit will consist of one common share of the company and one share purchase warrant. Commencing on the 62nd day after issuance, each warrant is exercisable into one share at a price of 15 cents per warrant share for a period of 36 months from the date of issuance.

There is an offering document related to the LIFE (listed issuer financing exemption) offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document carefully before making an investment decision.

As disclosed in the offering document, the company intends to use the net proceeds from the LIFE offering to finance exploration expenditures on its mineral properties, investor relations and communications, and general corporate and administrative expenses, and for general working capital purposes.

The securities offered as a part of the LIFE offering shall be offered to purchasers resident in all provinces of Canada pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions. Securities offered under the listed issuer financing exemption will not be subject to resale restrictions to Canadian resident investors pursuant to applicable Canadian securities laws.

The LIFE offering is anticipated to close on or about June 5, 2026, or such later date as the company may determine. The closing is subject to certain conditions, including, but not limited to, a minimum of $2.2-million in gross proceeds being raised by the LIFE offering and the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

As disclosed in the offering document, the company has entered into a finder's fee agreement with Research Capital Corp., pursuant to which Research will receive a cash commission equal to 8 per cent of the aggregate gross proceeds from investors introduced by Research to the company who participate in the LIFE offering and finder's warrants equal to 8 per cent of the total number of units sold. Each finder's warrant will entitle the holder to purchase one share at an exercise price of 11 cents per share for a period of 36 months following the date of issuance.

In connection with the LIFE offering, the company has entered into an advisory agreement with Research, pursuant to which Research has provided financial advisory, consulting and support services in connection with the LIFE offering. In consideration for the advisory services, the company has agreed to pay Research a work fee equal to $25,000 and issue 230,000 shares to Research at a deemed price of 11 cents per share.

The finder's warrants and the adviser shares will be subject to a four-month-and-one-day hold period pursuant to applicable Canadian securities laws.

Insiders may participate in the LIFE offering. Any participation by insiders will constitute a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the units subscribed for by the insiders, nor the consideration for the units paid by such insiders, is expected to exceed 25 per cent of the company's market capitalization.

About Garibaldi Resources Corp.

Garibaldi Resources is an active Canadian-based junior exploration company focused on creating shareholder value through discoveries and strategic development of its assets in some of the most prolific mining regions in British Columbia.

We seek Safe Harbor.