For anyone interested, the AGM is apparantly on 12/14/10. Also, the following was posted to SEDAR yesterday (I had forgotten that Sprott has a position in this company...they have also recently taken sizable PP ($4million) in another of my Mexican plays, Kootenay Gold (silver/gold )) and another Mexican gold and silver explorer Avino ($5.1 million). Additionaly, Sprott is involved with both Timmins Gold and Capital Gold (both gold producers in Sonora).

REPORT UNDER PART 4

Of

NATIONAL INSTRUMENT 62-103

1. Name and address of eligible institutional investor:

Sprott Asset Management LP (the “Offeror”)

200 Bay Street, Suite 2700, P.O. Box 27

Royal Bank Plaza, South Tower

Toronto, Ontario

M5J 2J1

2. The net increase or decrease in the number or principal amount of securities, and in

the eligible institutional investor’s securityholding percentage in the class of

securities, since the last report filed by the eligible institutional investor under Part

4 or the early warning requirements:

As at November 30, 2010, there is a net decrease of 45,000 in the holdings of common

shares (the “Common Shares”) and a net decrease of 1,246,500 in the holdings of

warrants (the “Warrants”) of Garibaldi Resources Corp. (the “Issuer”). This has resulted

in a net decrease of 2.5% in the Offeror’s securityholding percentage.

3. The designation and number or principal amount of securities and the eligible

institutional investor's securityholding percentage in the class of securities at the

end of the month for which the report is made:

As at November 30, 2010, the Offeror exercises control or direction over, on behalf of

one or more accounts fully managed by it, 8,543,000 Common Shares and 2,600,000

Warrants of the Issuer. Based on the number of currently issued and outstanding

common shares (as reported by the Issuer), and assuming the exercise of the Warrants,

the Offeror exercises control or direction over 20.9% of the issued and outstanding

common shares. See Item 6.

4. The designation and number or principal amount of securities and the percentage of

outstanding securities referred to in item 3 over which:

(a) the eligible institutional investor, either alone or together with any joint

actors, has ownership and control:

The Offeror does not itself own any Common Shares, Warrants or other securities of the

Issuer. The only persons with whom the Offeror may be deemed by the Securities Act

(Ontario) to be acting jointly and in concert with would be the entities referred to in Item

7 below.

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(b) the eligible institutional investor, either alone or together with any joint

actors, has ownership but control is held by other entities other than the

eligible institutional investor or any joint actors:

None.

(c) the eligible institutional investor, either alone or together with any joint

actors, has exclusive or shared control but does not have ownership:

The Offeror exercises control or direction over all of the Common Shares and the

Warrants referred to above in its capacity as portfolio manager of one or more managed

accounts.

5. The purpose of the eligible institutional investor and any joint actors in acquiring or

disposing of ownership of, or control over, the securities, including any future

intention to acquire ownership of, or control over, additional securities of the

reporting issuer:

The securities described herein are being held for investment purposes. Depending on

market and other conditions, the Offeror may from time to time in the future increase or

decrease its ownership, control or direction over the Common Shares, the Warrants or

other securities of the Issuer, through market transactions, private agreements or

otherwise.

6. The general nature and the material terms of any agreement, other than lending

arrangements, with respect to securities of the reporting issuer entered into by the

eligible institutional investor, or any joint actor, and the issuer of the securities or

any other entity in connection with any transaction or occurrence resulting in the

change in ownership or control giving rise to the report, including agreements with

respect to the acquisition, holding, disposition or voting of any of the securities:

The Offeror entered into an Undertaking with the Issuer dated as of May 15, 2009, which

provides that the Offeror will not exercise Warrants in circumstances where the number

of common shares that may be issued upon such exercise, when that number is added to

the number of Common Shares beneficially owned, directly or indirectly, or over which

control or direction is exercised by the Offeror, or any person acting jointly or in concert

with the Offeror, would equal or exceed 20% of the Issuer’s issued and outstanding

shares. As at November 30, 2010, the Offeror has 651,000 Warrants restricted from

exercise.

7. The names of any joint actors in connection with the disclosure required by this

report:

The managed accounts of the Offeror holding Common Shares and Warrants include:

Sprott Canadian Equity Fund, Sprott Bull/Bear RSP Fund, Sprott Hedge Fund L.P.,

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Sprott Hedge Fund L.P. II, Sprott Master Fund, Ltd., Sprott Master Fund II, Ltd., and a

Sprott Managed Account.

8. If applicable, a description of any change in any material fact set out in a previous

report by the eligible institutional investor under the early warning requirements or

Part 4 in respect of the reporting issuer’s securities:

Not applicable.

9. A statement that the eligible institutional investor is eligible to file reports under

Part 4 in respect of the reporting issuer:

The Offeror is eligible to file reports under Part 4 of NI 62-103 in respect of the Issuer.

The filing of this report is not an admission that an entity named in the report owns or

controls any described securities or is a joint actor with another named entity.

Dated this 10th day of December, 2010.

SPROTT ASSET MANAGEMENT LP,

by its General Partner, SPROTT ASSET

MANAGEMENT GP INC.

By: “Kirstin McTaggart”

Kirstin McTaggart

Chief Compliance Officer