Mr. Roger Rosmus reports

GOLIATH RESOURCES CLOSES UPSIZED BROKERED PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$9.65 MILLION

Goliath Resources Ltd. has closed its previously announced best-effort upsized private placement for gross proceeds of $9.65-million, which includes the full exercise of the agent option for gross proceeds of $1.15-million. Under the offering, the company sold 9.65 million flow-through units to charitable purchasers at a price of $1 per charity flow-through unit. Red Cloud Securities Inc. acted as sole agent and bookrunner under the offering.

Each charity flow-through unit consists of one common share of the company 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 May 18, 2025.

Proceeds from the sale of flow-through shares will be used to incur Canadian exploration expenses as defined in Subsection 66.1 (6) of the Income Tax Act (Canada) and flow-through mining expenditures as defined in Subsection 127(9) of the Income Tax Act (Canada). Such proceeds will be renounced to the subscribers of charity flow-through 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 flow-through shares.

The company intends to use most of the proceeds from the offering for qualifying expenditures for exploration and drilling at its new Surebet discovery at its 100-per-cent-controlled Golddigger property located in the Golden Triangle in British Columbia.

A total of 6.15 million charity flow-through units were sold pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, Prospectus Exemptions. Pursuant to applicable Canadian securities laws, the common shares issuable from these 6.15 million charity flow-through units will be immediately freely tradable under the listed issuer financing exemption for Canadian purchasers. The remaining 3.5 million charity flow-through units sold under the offering will be subject to a four-month restricted period in Canada ending on Sept. 19, 2023.

In connection with the offering, the company paid to the agent a cash commission totalling $437,250 and issued to the agent 437,250 warrants of the company. Each compensation warrant shall entitle the holder thereof to purchase one common share at a price of 75 cents at any time on or before May 18, 2025. In addition, the company paid to a finder a cash commission totalling $90,000 and issued to the finder 90,000 warrants. Each finder warrant shall entitle the holder thereof to purchase one common share at a price of 75 cents at any time on or before May 18, 2025.

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 geopolitically 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 in British Columbia, is its flagship project.

We seek Safe Harbor.