Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (Frankfurt: B4IF) is pleased to announce the closing of its previously announced “best-efforts” upsized private placement for gross proceeds of C$9,650,000, which includes the full exercise of the Agent’s Option for gross proceeds of C$1,150,000. Under the Offering, the Company sold 9,650,000 flow-through units to charitable purchasers at a price of C$1.00 per Charity FT Unit. Red Cloud Securities Inc. acted as sole agent and bookrunner under the Offering.

Each Charity FT 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 C$0.92 at any time on or before May 18, 2025.

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 (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 FT Units with an effective date not later than December 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 exploration and drilling at its new Surebet discovery at its 100% controlled Golddigger property located in the Golden Triangle, British Columbia.

6,150,000 Charity FT 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 6,150,000 Charity FT Units will be immediately freely tradeable under the Listed Issuer Financing Exemption for Canadian purchasers. The remaining 3,500,000 Charity FT Units sold under the Offering will be subject to a four-month restricted period in Canada ending on September 19, 2023.

In connection with the Offering, the Company paid to the Agent a cash commission totaling C$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 C$0.75 at any time on or before May 18, 2025. In addition, the Company paid to a Finder a cash commission totaling $90,000 and issued to the Finder 90,000 Warrants. Each Finders Warrant shall entitle the holder thereof to purchase one Common Share at a price of C$0.75 at any time on or before May 18, 2025.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Goliath Resources Limited

Goliath Resources Limited 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% controlled Golddigger Property located in the Golden Triangle, British Columbia is its flagship project.