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GOT.V ·

Financing at $1.975 And Strategic Singapore Based Global Commodity Group Buying An Additional 1,600,000 Shares Increasing Ownership To 3.6%

Corporate Updates

Goliath Resources To Raise $7,366,750 By Way Of Non-Brokered Charity Flow Through

Financing at $1.975 And Strategic Singapore Based Global Commodity Group

Buying An Additional 1,600,000 Shares Increasing Ownership To 3.6%

Toronto, Ontario – September 4, 2024 – Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF)

(the “Company” or “Goliath”) is pleased to announce it intends to raise $7,366,750 by way of a non-brokered

charity flow through private placement at a price of $1.975 per share (no warrant) . A strategic Singapore

based Global Commodity Group (“GCG”) has agreed to purchase 1,600,000 shares. GCG recently participated

in Goliath’s $1.11 non-brokered hard dollar private placement that closed in August and will own 3.6% post

this financing.

Goliath intends to rais e $10,116,750 through a non -brokered private placement in a combination of: (i)

Charity-Flow-Through Charity Shares with no warrant (CFT) to be sold at an average price of $1.975 each; and

(ii) Flow-Through Shares with no warrant (FT) to be sold at a price of $1.44 each.

The proceeds from the CFT and FT will be used for Canadian exploration expenses as such term is defined in

paragraph (f) of the definition of Canadian exploration expense in Subsection 66.1(6) of the tax act, flow -

through mining expenditures as defined in Subsection 127(9) of the tax act that will qualify as flow -through

mining expenditures, and B.C. flow -through mining expenditure s as defined in Subsection 4.721(1) of the

Income Tax Act (British Columbia), which will be incurred on or before Dec. 31, 2025, and renounced with an

effective date no later than Dec. 31, 2024. British Columbia Super Flow - the B.C. mining flow-through share

(B.C. MFTS) tax credit allows BC Residents who invest in flow -through shares to claim a provincial non -

refundable tax credit of 20% of their B.C. flow -through mining expenditures. B.C. flow -through mining

expenditures are specific exploration expenses incurred by a PBC and renounced by a corporation issuing the

flow-through shares.

Goliath may pay finders' fees composed of six percent cash and warrants priced at $1.26 on certain orders in

connection with the placement, subject to compliance with the policies of the TSX Venture Exchange. All

securities issued and sold under the offering will be subject to a hold period expiring four months and one

day from their date of issuance. Completion of the offering and the payme nt of any finders' fees remain

subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture

Exchange.

About Goliath Resources Limited

Goliath Resources Limited is an explorer of precious metals projects in the prolific Golden Triangle of

northwestern British Columbia. All of its projects are in world class geological settings and geopolitical safe

jurisdictions amenable to mining in Cana da. Goliath is a member and active supporter of CASERM which is

an organization represents a collaborative venture between Colorado School of Mines and Virginia Tech.

Goliath’s key strategic cornerstone shareholders include Crescat Capital, Mr. Rob McEwen, Mr. Eric Sprott and

a Global Commodity Group based in Singapore.

For more information please contact:

Goliath Resources Limited

Mr. Roger Rosmus

Founder and CEO

Tel: +1.416.488.2887

[email protected]

www.goliathresourcesltd.com

Other

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies

of the TSX Venture Exchange), nor the OTCQB Venture Market accepts responsibility for the adequacy or

accuracy of this release.

Certain statements contained in this press release constitute forward-looking information. These statements

relate to future events or future performance. The use of any of the words "could", "intend", "expect",

"believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are

not historical facts are intended to identify forward -looking information and are based on Goliath’s current

belief or assumptions as to the outcome and timing of such future events. Actua l future results may differ

materially. In particular, this release contains forward -looking information relating to, among other things,

the ability of the Company to complete financings and its ability to build value for its shareholders as it

develops its mining properties. Various assumptions or factors are typically applied in drawing conclusions or

making the forecasts or projections set out in forward -looking information. Those assumptions and factors

are based on information currently available to G oliath. Although such statements are based on

management's reasonable assumptions, there can be no assurance that the proposed transactions will occur,

or that if the proposed transactions do occur, will be completed on the terms described above.

The forward-looking information contained in this release is made as of the date hereof and Goliath is not

obligated to update or revise any forward-looking information, whether as a result of new information, future

events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and

assumptions contained herein, investors should not place undue reliance on forward -looking information.

The foregoing statements expressly qualify any forward-looking information contained herein.

This announcement does not constitute an offer, invitation, or recommendation to subscribe for or purchase

any securities and neither this announcement nor anything contained in it shall form the basis of any contract

or commitment. In particular, this announcement does not constitute an offer to sell, or a solicitation of an

offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal.

The securities referred to herein have not been and will not be will not be registered under the United States

Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be

offered or sold within the United Sta tes or to or for the account or benefit of a U.S. person (as defined in

Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state

securities laws or an exemption from such registration is available.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN