Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF) is pleased to announce that it has closed its previously announced “bought deal” private placement offering for aggregate gross proceeds of approximately C$26.3 million, including the exercise in full of the option granted to the Underwriters (as defined herein). The Offering was comprised of the issue and sale of: (i) 1,977,157 common shares of the Company at a price of C$4.20 per National Flow-Through Share for gross proceeds of approximately C$8.3 million; and (ii) 4,054,054 common shares of the Company at a price of C$4.44 per BC Flow-Through Share for gross proceeds of approximately C$18 million. All Flow-Through Shares qualify as “flow-through shares” as defined in subsection 66(15) of the Income Tax Act (Canada).

The Offering was led by Stifel Canada, as sole bookrunner and lead underwriter, together with CIBC World Markets Inc.

The Flow-Through Shares were issued to purchasers in Canada in reliance on the “listed issuer financing” exemption from the prospectus requirement available under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Flow-Through Shares issued under the Listed Issuer Financing Exemption will not be subject to a hold period pursuant to applicable Canadian securities laws. The Offering is subject to the final approval of the TSX Venture Exchange.

The gross proceeds from the issue and sale of the Flow-Through Shares will be used to incur exploration expenses that qualify as “Canadian exploration expenses” as defined in subsection 66.1(6) of the Tax Act, “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act for purposes of the mineral exploration tax credit, and for individual subscribers of BC Flow-Through Shares that are resident in British Columbia, “BC flow-through mining expenditures” as defined in subsection 4.721(1) of the Income Tax Act (British Columbia) on the Company’s flagship Golddigger-Surebet Gold Project, located in British Columbia, Canada. Such expenses will be incurred on or before December 31, 2026, and renounced to the subscribers with an effective date no later than December 31, 2025.

The Company paid the Underwriters a cash commission of C$1,578,243.55  and also granted the Underwriters 361,873 non-transferable broker warrants. Each Broker Warrant entitles the holder thereof to acquire one common share of the Company at a price of C$3.22 for a period of 24 months following the date hereof. The Broker Warrants and the Broker Warrant Shares are subject to a hold period in Canada expiring four months and one day from the date hereof. For the avoidance of doubt, the Cash Commission was paid from the Company’s cash on hand and not from the gross proceeds received by the Company under the Offering.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Goliath Resources Limited

Goliath 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 geopolitical safe jurisdictions amenable to mining in Canada. Goliath is a member and active supporter of CASERM which is an organization that represents a collaborative venture between Colorado School of Mines and Virginia Tech. Goliath’s key strategic cornerstone shareholders include Crescat Capital, Global Commodity Group (Singapore), McEwen Mining Inc., Waratah Capital Advisors, Mr. Rob McEwen, Mr. Eric Sprott and Mr. Larry Childress.