TSX-V: GGI
Frankfurt: RQM
VANCOUVER,
April 15, 2013 /CNW/ - 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 Rosario-Las
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.