Goliath Resources arranges $23-million bought deal

Mr. Roger Rosmus reports GOLIATH RESOURCES ANNOUNCES BOUGHT DEAL PRIVATE PLACEMENT OF STRUCTURED FLOW-THROUGH FINANCING FOR GROSS PROCEEDS OF C$23M Goliath Resources Ltd. has entered into an agreement with Stifel Canada to act as sole bookrunner and lead underwriter, together with a syndicate of underwriters, in connection with a bought deal private placement offering by the company of (i) 1,190,477 common shares of the company (the national flow-through shares) that intend to qualify as flow-through shares as defined in Subsection 66(15) of the Income Tax Act (Canada) at a price of $4.20 per national flow-through share for gross proceeds of approximately $5-million, and (ii) 4,054,054 common shares of the company (the B.C. flow-through shares, and together with the national flow-through shares, the flow-through shares) that intend to qualify as flow-through shares as defined in Subsection 66(15) of the tax act at a price of $4.44 per B.C. flow-through share for gross proceeds of approximately $18-million. The company has granted the underwriters an option to sell such number of additional national flow-through shares as is equal to 15 per cent of the number of flow-through shares sold under the offering at the national FT issue price. The underwriters' option will be exercisable, in whole or in part, at any time up until 48 hours prior to the closing date of the offering. In consideration for the services provided to the company in connection with the offering, the underwriters will be entitled to receive a cash commission equal to 6.0 per cent of the gross proceeds raised under the offering and such number of broker warrants as is equal to 6.0 per cent of the number of flow-through shares sold under the offering. Each broker warrant will entitle the holder thereof to acquire one common share of the company at a price of $3.22 for a period of 24 months following the closing date of the offering. For the avoidance of doubt, the cash commission will be paid from the company's cash on hand and not from the gross proceeds received by the company under the offering. The offering is expected to close on or about Oct. 23, 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 offering to incur qualifying expenditures (as defined below) on the company's flagship Golddigger-Surebet gold project, located in British Columbia, Canada. The gross proceeds from the 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 of B.C. flow-through shares that are 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. In connection with the offering, certain purchasers of flow-through shares intend to subsequently (i) donate some or all of such flow-through shares to registered charities, who may sell such flow-through shares to purchasers arranged by the underwriters, and/or (ii) sell some or all of such flow-through shares to purchasers arranged by the underwriters, in each case on the closing date (such flow-through shares described in (i) and (ii), being the reoffer shares), and at a price of $3.00 per reoffer share. Sales of reoffer shares may be made to purchasers located in (i) each of the provinces of Canada pursuant to the listed issuer financing exemption, (ii) the United States pursuant to available exemptions from the registration requirements of applicable United States securities laws, and (iii) such other jurisdictions provided it is understood that no prospectus filing or comparable obligation, continuing reporting requirement, or requisite regulatory or governmental approval arises in such other jurisdictions. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 -- Prospectus Exemptions, the flow-through shares will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106. As the offering is being completed pursuant to the listed issuer financing exemption, the flow-through shares issued pursuant to the offering will not be subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's issuer profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision. The broker warrants and shares that will be issuable upon the exercise thereof (if any) will be issued pursuant to available exemptions under NI 45-106 other than the listed issuer financing exemption and, accordingly, will be subject to a hold period expiring four months and one day following the closing date of the offering. About Goliath Resources Ltd. Goliath is an explorer of precious metals projects in the highly prospective 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, Global Commodity Group (Singapore), McEwen Mining Inc. (NYSE: MUX) (TSX: MUX), Waratah Capital Advisors, Rob McEwen, Eric Sprott and Larry Childress. We seek Safe Harbor.