Mr. Roger Rosmus reports

GOLIATH INCREASES PRIVATE PLACEMENT UP TO $8,600,000 AFTER RECEIVING SIGNIFICANT STRATEGIC AND INSTITUTIONAL ORDERS

Goliath Resources Ltd. has upsized the previously announced non-brokered private placement to a total of $8.6-million. Rob McEwen and Crescat Capital LLC have both agreed to make a strategic investment in Goliath through this placement.

Based on the exceptional drilling results during the 2023 season, Goliath successfully secured a total of six diamond drill rigs and expanded the program from 18,000 metres to approximately 34,000 metres. All holes drilled in 2023 intersected mineralization over a 1.8-square-kilometre area; 42 per cent of 89 holes encountered visible gold and several intercepted abundant visible gold up to 1 per cent in diamond drill core.

Mr. McEwen has agreed to subscribe for $1-million of NFT (non-flow-through) units from an entity controlled by him. He is the founder and former chairman of Goldcorp, where he discovered, built and operated the Red Lake mine in Ontario, which was acquired by Newmont Mining in 2019 for $10-billion (U.S.). Mr. McEwen is currently the executive chairman and chief owner of McEwen Mining Inc.

Goliath's largest shareholder, Crescat Capital, which currently owns approximately 18 per cent (P/D) of the issued and outstanding common shares of the company, will be participating in the offering pursuant to a pre-emptive right granted to it by Goliath.

Goliath intends to raise up to $8.6-million through a non-brokered private placement in a combination of:

1. Approximately 5,555,555 non-flow-through units to be sold at a price of 63 cents per NFT unit. Each NFT unit will consist of one common share of the company and one-half purchase warrant, entitling the holder thereof to purchase one common share for every whole warrant for a period of 18 months from the date of issuance at an exercise price of 78 cents;
2. Approximately 4.1 million charity flow-through (CFT) units to be sold at a price of $1 per CFT unit. Each CFT unit will consist of one common share that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) plus one-half purchase warrant entitling the holder thereof to purchase one common share for every whole warrant for a period of 18 months from the date of issuance at an exercise price of 78 cents; and
3. Approximately 1.5 million flow-through (FT) shares to be sold at a price of 67 cents, composed of one common share that will qualify as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

The company intends to use the gross proceeds raised from the FT offering for exploration and related programs on Goliath's Golddigger and Lucky Strike properties located in and around the Golden Triangle of northwestern British Columbia. The proceeds from the NFT offering will be used for general working capital and administrative purposes.

The gross proceeds from the FT offering will be used for Canadian exploration expenses as such term is defined in Paragraph (f) of the definition of Canadian exploration expense in Subsection 66.1(6) of the tax act, flow-through mining expenditures as defined in Subsection 127(9) of the tax act that will qualify as flow-through mining expenditures, and B.C. flow-through mining expenditures as defined in Subsection 4.721(1) of the Income Tax Act (British Columbia), which will be incurred on or before Dec. 31, 2024, and renounced with an effective date no later than Dec. 31, 2023. British Columbia super flow -- the British Columbia mining flow-through share (B.C. MFTS) tax credit allows B.C. residents who invest in flow-through shares to claim a provincial non-refundable tax credit of 20 per cent of their B.C. flow-through mining expenditures. B.C. flow-through mining expenditures are specific exploration expenses incurred by a PBC (public business corporation) and renounced by a corporation issuing the flow-through shares.

Goliath may pay finder's fees composed of cash and warrants in connection with the offering, subject to compliance with the policies of the TSX Venture Exchange. All securities issued and sold under the offering will be subject to a hold period expiring four months and one day from their date of issuance. Completion of the offering and the payment of any finder's fees remain subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Golddigger property

The Golddigger property is 100 per cent controlled, covering an area of 61,685 hectares (152,427 acres), and is located in the world-class geological setting of the Eskay Rift within the Golden Triangle of British Columbia. The property encompasses 56 kilometres of the Red line that is host to multiple world-class deposits. The Surebet discovery has exceptional metallurgy, with gold recoveries of 92.2 per cent, inclusive of 48.8 per cent free gold from gravity alone at a 327-micrometre crush (no deleterious elements or cyanide required). It is in an excellent location, close in proximity to the communities of Alice Arm and Kitsault, where there is a permitted mill site on private property. It is situated on tidewater with direct barge access to Prince Rupert (190 kilometres via the Observatory inlet/Portland inlet). The town of Kitsault is accessible by road (190 kilometres from Terrace and 300 kilometres from Prince Rupert) and has a barge landing, dock, infrastructure capable of housing more than 300 people, and high-tension power. Additional infrastructure in the area includes the Dolly Varden Silver Mine Road (only seven kilometres to the east of the Surebet discovery) with direct road access to Alice Arm barge landing (18 kilometres to the south of the Surebet discovery) and high-tension power (25 kilometres to the east of Surebet discovery). The city of Terrace (population 16,000) provides access to railway, major highways and airport with supplies (food, fuel, lumber et cetera), while the town of Prince Rupert (population 12,000) is located on the west coast and houses an international container seaport, also with direct access to railway and an airport with supplies.

Qualified person

Rein Turna, PGeo, is the qualified person as defined by National Instrument 43-101, for Goliath Resource projects, and supervised the preparation of, and has reviewed and approved, the technical information in this release.

About Goliath Resources Ltd.

Goliath Resources is an explorer of precious metals projects in the prolific Golden Triangle of northwestern British Columbia and the Abitibi greenstone belt of Quebec. All of its projects are in world-class geological settings and geopolitical safe jurisdictions amenable to mining in Canada.

We seek Safe Harbor.