Mr. Roger Rosmus reports

GOLIATH RESOURCES ANNOUNCES CONCURRENT NON-BROKERED PRIVATE PLACEMENT OF CHARITY FLOW-THROUGH SHARES FOLLOWING PREVIOUSLY ANNOUNCED "BOUGHT DEAL" OFFERING FOR COMBINED GROSS PROCEEDS TOTAL UP TO C$24,065,200

In response to overwhelming institutional demand following the announcement of a proposed bought deal private placement for gross proceeds of $20,002,700 (see the news release of the company dated May 29, 2025), Goliath Resources Ltd. intends to complete a concurrent non-brokered private placement on similar terms, whereby it proposes to issue up to 1,281,545 common shares of the company at a price of $3.17 per charity flow-through share for gross proceeds of up to approximately $4,062,500. The charity flow-through shares will qualify as flow-through shares as defined in Subsection 66(15) of the Income Tax Act (Canada). The concurrent offering is intended to accommodate additional demand for the charity flow-through shares and provides the company with further flexibility in allocating charity flow-through shares to investors. In aggregate, the company anticipates raising up to $24,065,200 in total gross proceeds under the bought deal offering and the concurrent offering.

In consideration for the services provided to the company in connection with the concurrent offering, certain finders will be entitled to receive a cash commission equal to 6.0 per cent of the gross proceeds raised under the concurrent offering and such number of common share purchase warrants as is equal to 6.0 per cent of the number of charity flow-through shares sold under the concurrent offering. Each finder warrant will entitle the holder thereof to acquire one common share of the company at a price of $1.95 for a period of 24 months following the closing of the concurrent offering. The cash commission will not be paid from the gross proceeds of the concurrent offering and will be paid using the company's existing cash on hand.

The concurrent offering is expected to close on or about June 16, 2025 and is subject to certain conditions, including the receipt of all necessary approvals such as the approval of the TSX Venture Exchange.

The company will use the gross proceeds of the concurrent offering to incur qualifying expenditures on the company's flagship Golddigger-Surebet gold project, located in British Columbia, Canada. The gross proceeds from the charity 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 resident in British Columbia, British Columbia flow-through mining expenditures as defined in Subsection 4.721(1) of the Income Tax Act (British Columbia). Such expenses will be incurred on or before Dec. 31, 2026, and renounced to the subscribers with an effective date no later than Dec. 31, 2025. The British Columbia mining flow-through share tax credit allows individual residents of British Columbia who invest in flow-through shares to claim a provincial non-refundable tax credit in an amount equal to 20 per cent of such subscriber's British Columbia flow-through mining expenditures.

The charity flow-through shares, the finder warrants and common shares that will be issuable upon the exercise of the finder warrants (if any) will be issued pursuant to available exemptions under National Instrument 45-106, Prospectus Exemptions, and will be subject to a hold period expiring four months and one day following the closing date.

About Goliath Resources Ltd.

Goliath is an explorer of precious metals projects in the prolific 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's key strategic cornerstone shareholders include Crescat Capital, McEwen Mining Inc., Rob McEwen, a global commodity group based in Singapore, Eric Sprott and Larry Childress.

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