Mr. Roger Rosmus reports

GOLIATH RESOURCES ANNOUNCES CLOSING OF LIFE OFFERING INCLUDING THE FULL EXERCISE OF UNDERWRITERS' OPTION FOR GROSS PROCEEDS OF $23,003,105

Further to its news releases dated May 29, 2025, June 2, 2025, and June 9, 2025, Goliath Resources Ltd. has closed its bought deal private placement of 7,256,500 common shares of the company at a price of $3.17 per charity flow-through share for aggregate gross proceeds of $23,003,103, including the exercise in full of the overallotment option granted to the underwriters (as defined herein).

The company's previously announced concurrent non-brokered private placement of up to 1,281,545 charity flow-through shares at a price of $3.17 per charity flow-through share for aggregate gross proceeds of up to $4,062,500 is expected to be completed shortly. The charity flow-through shares issued pursuant to the concurrent offering will be subject to a hold period expiring four months and one day from the date of issuance.

The offering was led by Stifel Nicolaus Canada Inc., in its capacity as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters that included CIBC World Markets Inc. and Cormark Securities Inc. In consideration for services provided by the underwriters in connection with the offering, the underwriters received compensation consisting of: (i) a cash commission equal to 6.0 per cent of the gross proceeds raised under the offering; and (ii) an aggregate 435,390 common share purchase warrants of the company, representing 6 per cent of the number of charity flow-through shares sold under the offering. Each broker warrant is exercisable to acquire one common share of the company at a price of $2.12 per common share until June 16, 2027. For the avoidance of doubt, the cash commission was paid by the company using existing cash on hand and not the gross proceeds of the offering.

As previously disclosed, the company intends to use the gross proceeds of the offering to advance the exploration of the company's flagship Golddigger-Surebet project. The proceeds from the sale of 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 Income Tax Act (Canada), flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the Tax Act for purposes of the critical mineral exploration tax credit, and for individual subscribers resident in British Columbia, B.C. 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 B.C. 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 B.C. flow-through mining expenditures.

All charity flow-through shares were issued pursuant to the listed issuer financing exemption from the prospectus requirement under Part 5A of National Instrument 45-106 -- Prospectus Exemptions and Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption of the Canadian Securities Administrators (the LIFE exemption) and are not subject to a statutory hold period in accordance with applicable Canadian securities laws. The broker warrants were issued pursuant to an exemption from the prospectus requirement other than the LIFE exemption and, accordingly, the broker warrants (and the shares issuable upon exercise thereof) are subject to a statutory hold period in accordance with applicable Canadian securities laws expiring on Oct. 17, 2025. The offering remains subject to the final approval of the TSX Venture Exchange.

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 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, McEwen Mining Inc., Rob McEwen, a global commodity group based in Singapore, Eric Sprott and Larry Childress.

We seek Safe Harbor.