Goliath Resources receives TSX-V OK for Golddigger deal

Executive Summary

• Goliath Resources Ltd. has acquired 100% ownership of the Golddigger Property in the Golden Triangle, British Columbia, hosting the high-grade Surebet gold discovery, by issuing 3 million common shares to the J2 Syndicate.
• Concurrently, Goliath reduced the 3% Net Smelter Return (NSR) held by the optionors to 2% through the share issuance.
• The TSX Venture Exchange rejected the company's request to extend the expiry date of warrants held by McEwen Inc., which will now expire on March 10, 2026.

Key Details

• Property Acquisition: Goliath earned the remaining 51% ownership interest in the Golddigger Property, achieving 100% control.
• Consideration for Acquisition: Issuance of 3,000,000 common shares to J2 Syndicate and J2 Syndicate Holdings Ltd. pursuant to an amending agreement dated Jan. 21, 2026.
• Share Restrictions: The consideration shares are subject to a four-month-plus-one-day hold period from the date of issuance.
• NSR Buydown: The 3% NSR held by the optionors was reduced to 2% as part of the transaction.
• Future Obligations (MRE): Goliath must publish a Mineral Resource Estimate (MRE) on or before June 1, 2030, and every three years thereafter.
• Royalty Adjustment: The payment obligation to optionors for gold equivalent ounces in an MRE has increased from $1 per ounce over 2 million ounces to $1 per ounce over 4 million ounces.
• Change of Control Clause: If a change of control occurs prior to the MRE publication, the acquirer assumes obligations, and the MRE deadline shifts to the third anniversary of the change of control completion.
• Warrant Extension Rejected: The TSX-V did not approve the proposed extension of McEwen Inc.'s warrants due to Policy 5.3 regarding the expedited acquisition of Goliath units.
• Warrant Expiry: McEwen Inc.'s 2,590,673 common share purchase warrants (strike price $2.50) will expire at the end of the day on March 10, 2026.

Notable Quotes

• None provided in the text.