THIS NEWS RELEASE IS FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO NEWSWIRE SERVICES IN THE UNITED STATES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – October 23, 2025 – Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (Frankfurt: B4IF) (the “Company” or “Goliath”) is pleased to announce that it has completed its previously announced bought deal private placement (the “Placement”) for aggregate gross proceeds of approximately CAD 26.3 million, including the full exercise of the option granted to the Underwriters (as defined herein). The offering consisted of the issuance and sale of: (i) 1,977,157 common shares of the Company (the “National Flow-Through Shares”) at a price of CAD 4.20 per National Flow-Through Share for gross proceeds of approximately CAD 8.3 million; and (ii) 4,054,054 common shares of the Company (the “BC Flow-Through Shares” and, together with the National Flow-Through Shares, the “Flow-Through Shares”) at a price of CAD 4.44 per BC Flow-Through Share, representing gross proceeds of approximately CAD 18 million. All Flow-Through Shares qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”).
The offering was led by Stifel Canada as sole bookrunner and lead underwriter, together with CIBC World Markets Inc. (collectively, the “Underwriters”).
The Flow-Through Shares were offered to purchasers in Canada in reliance on the “Listed Issuer Financing Exemption” from the prospectus requirement under Part 5A of National Instrument 45-106 – Prospectus Exemptions” (NI 45-106) as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Requirements of the Listed Issuer Financing Exemption (as amended, the “Listed Issuer Financing Exemption”). The Flow-Through Shares issued under the Listed Issuer Financing Exemption are not subject to any hold period under applicable Canadian securities laws. The offering is subject to final approval of the TSX Venture Exchange (the “Exchange”).
The gross proceeds from the issuance and sale of the Flow-Through Shares will be used for exploration expenses that qualify as “Canadian exploration expenses” within the meaning of subsection 66.1(6) of the Tax Act, as “flow-through mining expenditures” within the meaning of subsection 127(9) of the Tax Act for the purposes of the mineral exploration tax credit, and for individual subscribers of BC Flow-Through Shares who are resident in British Columbia, as “BC flow-through mining expenditures” within the meaning of subsection 4.721(1) of the Income Tax Act (British Columbia) (the “Qualifying Expenditures”) on the Company’s Golddigger-Surebet flagship gold project in British Columbia, Canada. These expenses will be incurred by December 31, 2026 and renounced to the subscribers with an effective date no later than December 31, 2025.
The Company paid the Underwriters a cash commission of CAD 1,578,243.55 (the “Cash Commission”) and also granted the Underwriters 361,873 non-transferable broker warrants (the “Broker Warrants”). Each Broker Warrant entitles the holder to acquire one common share of the Company (a “Broker Warrant Share”) at a price of CAD 3.22 for a period of 24 months from the date hereof. The Broker Warrants and the Broker Warrant Shares are subject to a hold period in Canada expiring four months and one day from the date hereof.
For the avoidance of doubt, the Cash Commission was paid from the Company’s cash reserves and not from the gross proceeds received by the Company from the Offering.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the securities in the United States.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or the securities laws of any state and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from such registration requirements is available.
About Goliath Resources Limited
Goliath is an exploration company focused on precious metal projects in the promising Golden Triangle of northwestern British Columbia. All of the Company’s projects are in geologically high-quality areas and geopolitically safe jurisdictions suitable for mining in Canada. Goliath is a member and active supporter of CASERM, an organization that represents a collaboration between the 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.
For further information, please contact:
Goliath Resources Limited
Roger Rosmus
Founder and CEO
Tel: +1.416.488.2887
roger@goliathresources.com
This press release contains statements that constitute “forward-looking information” (“forward-looking information”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts, are forward-looking information and are based on expectations, estimates and projections as of the date of this press release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budgets”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking information. Forward-looking statements in this press release include statements about the Offering (including the tax treatment of the Flow-Through Shares, the timing of the incurrence and waiver of all Qualifying Expenditures in favor of the Subscribers, and the use of proceeds from the Offering) and the Company’s ability to obtain all regulatory approvals, including Exchange approval. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions. Although the Company believes that the expectations expressed in such forward-looking information are reasonable, there can be no assurance that such expectations with respect to forward-looking information will prove to be correct. Known and unknown risks, uncertainties and other factors may cause actual results and future events to differ materially from those expressed or implied in such forward-looking information. Such factors include, among others: compliance with extensive government regulations; domestic and foreign laws and regulations that could adversely affect the Company’s business and operating results; and general business, economic, competitive, political and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
