Mr. Roger Rosmus reports

GOLIATH RESOURCES ANNOUNCES UPSIZE OF BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF UP TO C$9.65 MILLION

Goliath Resources Ltd., due to significant investor demand, has amended its agreement with Red Cloud Securities Inc., as sole agent and book runner, to increase the maximum gross proceeds under the previously announced best-efforts private placement from $9-million to $9.65-million.

Under the revised offering, up to 8.5 million flow-through units may be sold to charitable purchasers at a price of $1.00 per charity FT unit for gross proceeds of up to $8.5-million (the marketed offering). The agent will have an option, exercisable in full or in part, up to 48 hours prior to the closing of the offering, to sell up to an additional 1.15-million charity FT units at the offering price for additional gross proceeds of up to $1.15-million.

Each charity FT unit will consist of one common share of the company to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each whole warrant shall entitle the holder to purchase one common share at a price of 92 cents at any time on or before that date which is 24 months after the closing date of the offering.

Proceeds from the sale of FT shares will be used to incur Canadian exploration expenses as defined in Subsection 66.1 (6) of the Income Tax Act and flow-through mining expenditures as defined in Subsection 127(9) of the Income Tax Act. Such proceeds will be renounced to the subscribers of charity FT units with an effective date not later than Dec. 31, 2023, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT shares.

The company intends to use most of the proceeds from the offering for qualifying expenditures for drilling focused on expanding the footprint of its new Surebet discovery at its 100-per-cent-controlled Golddigger property located in the Golden Triangle, British Columbia. The offering is scheduled to close on or around May 18, 2023, and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, up to 6.15 million of the charity FT units that may be sold pursuant to the marketed offering will be offered in all the provinces of Canada pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. The securities issuable from the potential sale of these up to 6.15 million charity FT units are expected to be immediately freely tradeable under the listed issuer financing exemption if sold to purchasers resident in Canada. There is an offering document related to the offering that can be accessed under the company's profile at SEDAR and on the company's website. Prospective investors should read this offering document before making an investment decision.

The up to 2.35 million remaining charity FT units that may be sold pursuant to the marketed offering as well as the agent's option units will be offered by way of the accredited investor and minimum amount investment exemptions under NI 45-106 in the Canadian selling jurisdictions. The securities issuable from the potential sale of these 2.35 million charity FT units pursuant to the marketed offering as well as the agent's option units will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing date of the offering.

About Goliath Resources Ltd.

Goliath Resources is an explorer of precious metals in the prolific Golden Triangle of northwestern British Columbia and Abitibi greenstone belt of Quebec. All its projects are in world-class geological settings and geopolitical safe jurisdictions amenable to mining in Canada. The new high-grade gold-silver Surebet discovery at its 100-per-cent-controlled Golddigger property located in the Golden Triangle, British Columbia, is its flagship project.

We seek Safe Harbor.