Mr. Roger Rosmus reports
GOLIATH RESOURCES ACQUIRES 100% OWNERSHIP OF THE GOLDDIGGER PROPERTY HOSTING THE HIGH-GRADE SUREBET GOLD DISCOVERY AND BUYS DOWN 1% OF THE NSR, GOLDEN TRIANGLE, B.C.
Further to its press release dated Jan. 22, 2026, Goliath Resources Ltd. has received TSX Venture Exchange approval and has issued three million common shares to the J2 Syndicate and J2 Syndicate Holdings Ltd. (the optionors) pursuant to an amending agreement dated Jan. 21, 2026, which amends its existing property option agreement with the optionors in respect of its Golddigger property located in the Golden Triangle, British Columbia, which hosts the high-grade Surebet gold discovery. The consideration shares have a four-month-plus-one-day hold period from the date of issuance.
As a result of the issuance of the consideration shares, Goliath has earned the remaining 51-per-cent ownership interest in the Golddigger property and now holds a 100-per-cent interest in the property. In addition, Goliath has bought down 1 per cent of the 3-per-cent net smelter return (NSR), reducing it to a 2-per-cent NSR held by the optionors.
Other key features of the amending agreement include:
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Goliath must publish a mineral resource estimate (MRE) on or before June 1, 2030, and thereafter on every three-year anniversary of June 1, 2030.
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Goliath will be required to pay the optionors $1 (U.S.) for every gold equivalent ounce over four million gold equivalent ounces disclosed in an MRE rather than $1 (U.S.) for every gold equivalent ounce over two million gold equivalent ounces:
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Should there be a change of control prior to Goliath publishing an MRE, the acquirer would assume the obligations of the company under the option agreement, including the requirement to deliver an MRE would be changed from June 1, 2030, to the third anniversary of the date of completion of such change of control.
Proposed McEwen Inc. warrant extension
The company will not be proceeding with the proposed extension of the expiry date of the warrants issued to McEwen Inc., as first disclosed in the company's news release dated Feb. 28, 2026. The TSX-V did not approve the request as determined by the nature of McEwen acquiring Goliath units initially press released on Jan. 9, 2025, and completed as an expedited acquisition that is treated according to its Policy 5.3. Accordingly, McEwen's 2,590,673 common share purchase warrants of the company with a strike price of $2.50 will expire at the end of the day on March 10, 2026.
About Goliath Resources Ltd.
Goliath Resources is an explorer of precious metals projects in the highly prospective Golden Triangle of northwestern British Columbia. All of its projects are in high-quality geological settings and geopolitically safe jurisdictions amenable to mining in Canada. Goliath is a member and active supporter of CASERM (Center to Advance the Science of Exploration to Reclamation in Mining), which is an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech. Goliath completed its largest fully financed drill campaign to date for a total of 64,364 metres in 2025. It is fully financed for a similar-sized drill program in 2026. The company's key strategic cornerstone shareholders include Crescat Capital, a global commodity group (Singapore), McEwen, Waratah Capital Advisors, Rob McEwen, Eric Sprott and Larry Childress.
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