Goliath Resources Proposes Share Consolidation

Executive Summary

• Goliath Resources Ltd. announced that meeting materials have been mailed for its annual and special shareholders’ meeting scheduled for January 14, 2026.
• The agenda includes a resolution to approve a share‑consolidation proposal ranging from 1‑for‑2 up to 1‑for‑7 (new : old) shares, giving the Board discretion to select the final ratio within that range.
• If approved, the consolidation would reduce the outstanding common‑share count from ~171.8 million to between ~24.5 million and ~85.9 million, potentially improving share price perception, institutional eligibility, listing compliance, and capital‑raising flexibility.

Key Details

• Meeting Materials: Management information circular dated Nov 30 2025 available on SEDARPLUS.ca and the company website.
• Consolidation Ratio Options:
• 1 new for 2 old → ~85,877,028 shares outstanding
• 1 new for 3 old → ~57,251,352 shares outstanding
• 1 new for 4 old → ~42,938,514 shares outstanding
• 1 new for 5 old → ~34,350,811 shares outstanding
• 1 new for 6 old → ~28,625,676 shares outstanding
• 1 new for 7 old → ~24,536,294 shares outstanding
• Current Shares Outstanding: 171,754,056 common shares as of the announcement date.
• Board Recommendation: Approve the Consolidation Proposal; Board retains discretion to set the final ratio and may elect not to proceed if deemed not in the company’s best interest.
• Impact on Convertible Securities: All outstanding stock options, RSUs, and warrants will be adjusted proportionally if the consolidation is approved.
• Regulatory Requirements: Subject to shareholder approval, TSX Venture Exchange consent, and any other required regulatory clearances.
• Potential Benefits Highlighted:
• Higher per‑share price may attract more investors and meet institutional investment thresholds.
• Improves eligibility for U.S. exchange listing requirements that mandate minimum share prices.
• Enhances flexibility for future business transactions, warrant/option pricing, and capital raises at higher share prices.

Notable Quotes

• “The Board proposes to reduce the number of Common Shares of the Company in order to increase its flexibility with respect to potential business transactions, if determined by the Board of Directors to be necessary and/or desirable.” – Founder & CEO Roger Rosmus

Materiality Assessment: Material – Neutral (the proposal could materially affect share structure and market perception but outcomes depend on shareholder approval and subsequent board actions).