Goliath Increases Private Placement up to $8,600,000 After Receiving Significant Strategic and Institutional Orders
GOLIATH INCREASES PRIVATE PLACEMENT UP TO $8,600,000 AFTER RECEIVING
SIGNIFICANT STRATEGIC AND INSTITUTIONAL ORDERS
Toronto, Ontario – September 21, 2023 – Goliath Resources Limited (TSX -V: GOT) (OTCQB: GOTRF) (FSE:
B4IF) (the “Company” or “Goliath”) is pleased to report it has upsized the previously announced non -
brokered private placement has been upsized to a total of $8,600,000. Mr. Rob McEwen and Crescat Capital
LLC have both agreed to make a strategic investment in Goliath through this placement.
Based on the exceptional drilling results during the 2023 season, Goliath successfully secured a total of 6
diamond drill rigs and expanded the program from 18,000 to ~34,000 meters. 100% of all holes drilled in 2023
intersected mineralization over a 1.8 square kilometer area, were 42% of 89 holes encountered visible gold
and several intercepted abundant visible gold up to 1% in diamond drill core.
Mr. Rob McEwen has agreed to subscribe for $1,000,000 of NFT units from an entity controlled by him. He is
the founder and former Chairman of Goldcorp where he discovered, built, and operated the Red Lake Mine
in Ontario which was acquired by Newmont Mining in 2019 for US$10 billion . Mr . McEwen is currently the
Executive Chairman and Chief Owner of McEwen Mining Inc.
Goliath’s largest shareholder, Crescat Capital, who currently owns ~18% (P/D) of the issued and outstanding
common shares of the Company, will be participating in the Offering pursuant to a pre-emptive right granted
to them by the Goliath.
Goliath intends to raise up to $8,600,000 through a non-brokered private placement in a combination of: (i)
Approximately 5,555,555 Non-Flow-Through units to be sold at a price of $0.63 per NFT unit. Each NFT unit
will consist of one common share of the Company and one-half purchase warrant, entitling the holder thereof
to purchase one common share for every whole warrant for a period of 18 months from the date of issuance
at an exercise price of $0.78; (ii) Approximately 4,100,000 Charity Flow-Through units to be sold at a price of
$1.00 per CFT unit. Each CFT unit will consist of one common share that will qualify as a flow-through share
within the meaning of Subsection 66(15) of the Income Tax Act (Canada) plus one-half purchase warrant
entitling the holder thereof to purchase one common share for every whole warrant for a period of 18 months
from the date of issuance at an exercise price of $0.78; and (iii) Approximately 1,500,000 Flow-Through shares
to be sold at a price of $0.67 and will be composed of one common share that will qualify as a flow-through
share within the meaning of Subsection 66(15) of the Income Tax Act (Canada).
The Company intends to use the gross proceeds raised from the FT offering for exploration and related
programs on Goliath’s Golddigger and Lucky Strike properties located in and around the Golden Triangle of
northwestern British Columbia. The proceeds from the NFT offering be used for general working capital and
administrative purposes.
The gross proceeds from the FT offering 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 expenditures as defined in Subsection 4.721(1)
of the Income Tax Act (British Columbia), which will be incurred on or before Dec. 31, 2024, and renounced
with an effective date no later than Dec. 31, 2023. 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 cash and warrants in connection with the offering, 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 t he payment of any finders' fees remain subject to the receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange.
About Crescat Capital LLC
Crescat is a global macro asset management firm headquartered in Denver, Colorado. Crescat’s mission is to
grow and protect wealth over the long term by deploying tactical investment themes based on proprietary
value-driven equity and macro models. Crescat ’s goal is industry leading absolute and risk -adjusted returns
over complete business cycles with low correlation to common benchmarks. Crescat’s investment process
involves a mix of asset classes and strategies to assist with each client’s unique needs an d objectives and
includes Global Macro, Long/Short and Precious Metals funds.
Crescat is advised by Dr. Quinton Hennigh, its geologic and technical director on investments in gold and silver
resource companies. Dr. Hennigh became an economic geologist after obtaining his PhD in
Geology/Geochemistry from the Colorado School of Mines. He has more than 30 years of exploration
experience with major gold mining firms that include Homestake Mining, Newcrest Mining and Newmont
Mining. Recently, Dr. Hennigh founded Novo Resources Corp., and is currently serving as Co-Chairman. Among
his notable project involvements are First Mining Gold’s Springpole gold deposit in Ontario, Kirkland Lake
Gold’s acquisition of the Fosterville gold mine in Australia, the Rattlesnake Hills gold deposit in Wyoming, and
Lion One’s Tuvatu gold project on Fiji, among many others.
Golddigger Property
The Golddigger Property is 100 % controlled covering an area of 61,685 hectares (152,427 acres) and is in a
world class geological setting of the Eskay Rift within the Golden Triangle of British Columbia . The property
encompasses 56 kilometers of the ‘Red Line’ that is host to multiple world class deposits. The Surebet
discovery has exceptional metallurgy with gold recoveries of 92.2% inclusive of 48.8% free gold from gravity
alone at a 327-micrometer crush (no deleterious elements or cyanide required). Its is in an excellent location
close in proximity to the communities of Alice Arm and Kitsault where there is a permitted mill site on private
property. It is situated on tide water with direct barge access to Prince Rupert (190 kilometers via the
Observatory inlet/Portland inlet). The town of Kitsault is accessible by road (190 kilometers from Terrace, 300
kilometers from Prince Rupert) and has a barge landing, dock, infrastructure capable of housing more than
300 people, and high-tension power. Additional infrastructure in the area includes the Dolly Varden Silver
Mine Road (only 7 kilometers to the East of the Surebet discovery) with direct road access to Alice Arm barge
landing (18 kilometers to the south of the Surebet discovery) and high -tension power (25 kilometers to the
East of Surebet discovery). The city of Terrace (population 16,000) provides access to railway, major highways,
and airport with supplies (food, fuel , lumber, etc.), while the town of Prince Rupert (population 12,000) is
located on the west coast and houses an international container seaport also with direct access to railway
and an airport with supplies.
Qualified Person
Rein Turna P . Geo is the qualified person as defined by National Instrument 43-101, for Goliath Resource
Limited projects, and supervised the preparation of, and has reviewed and approved, the technical
information in this release.
Other
Oriented HQ-diameter or NQ-diameter diamond drill core from the drill campaign is placed in core boxes by
the drill crew contracted by the Company. Core boxes are transported by helicopter to the staging area, and
then transported by truck to the core shac k. The core is then re -orientated, meterage blocks are checked,
meter marks are labelled, Recovery and RQD measurements taken, and primary bedding and secondary
structural features including veins, dykes, cleavage, and shears are noted and measured. The co re is then
described and transcribed in MX Deposit TM. Drill holes were planned using Leapfrog Geo TM and QGIS TM
software and data from the 2017-2022 exploration campaigns. Drill core containing quartz breccia, stockwork,
veining and/or sulphide(s), or notable alteration are sampled in lengths of 0.5 to 1.5 meters. Core samples
are cut lengthwise in half, one-half remains in the box and the other half is inserted in a clean plastic bag with
a sample tag. Standards, blanks and duplicates were added in the sample stream at a rate of 10%.
Grab, channels, chip and talus samples were collected by foot with helicopter assistance. Prospective areas
included, but were not limited to, proximity to MINFile locations, placer creek occurrences, regional soil
anomalies, and potential gossans based on high-resolution satellite imagery. The rock grab and chip samples
were extracted using a rock hammer, or hammer and chisel to expose fresh surfaces and to liberate a sample
of anywhere between 0.5 to 5.0 kilograms. All sample sites were flagged with biode gradable flagging tape
and marked with the sample number. All sample sites were recorded using hand-held GPS units (accuracy 3-
10 meters) and sample ID, easting, northing, elevation, type of sample (outcrop, subcrop, float, talus, chip,
grab, etc.) and a description of the rock were recorded on all-weather paper. Samples were then inserted in
a clean plastic bag with a sample tag for transport and shipping to the geochemistry lab. QA/QC samples
including blanks, standards, and duplicate samples were inserted regularly into the sample sequence at a rate
of 10%.
All samples are transported in rice bags sealed with numbered security tags. A transport company takes them
from the core shack to the ALS labs facilities in North Vancouver. ALS is either certified to ISO 9001:2008 or
accredited to ISO 17025:2005 in all o f its locations. At ALS samples were processed, dried, crushed, and
pulverized before analysis using the ME-MS61 and Au-SCR21 methods. For the ME-MS61 method, a prepared
sample is digested with perchloric, nitric, hydrofluoric, and hydrochloric acids. The residue is topped up with
dilute hydrochloric acid and analyzed by inductively coupled plasma atomic emission spectrometry.
Overlimits were re-analyzed using the ME-OG62 and Ag-GRA21 methods (gravimetric finish). For Au-SCR21 a
large volume of sample is needed (typically 1 -3kg). The sample is crushed and screened (usually to -106
micron) to separate coarse gold particles from fine material. After screening, two aliquots of the fine fraction
are analysed using the traditional fire assay method. The fine fraction is expected to be reasonably
homogenous and well represented by the duplicate analyses. The entire coarse fraction is assayed to
determine the contribution of the coarse gold.
The reader is cautioned that grab samples are spot samples which are typically, but not exclusively,
constrained to mineralization. Grab samples are selective in nature and collected to determine the presence
or absence of mineralization and are not intended to be representative of the material sampled.
About Goliath Resources Limited
Goliath Resources Limited is an explorer of precious metals projects in the prolific Golden Triangle of
northwestern British Columbia and Abitibi Greenstone Belt of Quebec. All its projects are in world class
geological settings and geopolitical safe jurisdictions amenable to mining in Canada.
For more information please contact:
Goliath Resources Limited
Mr. Roger Rosmus
Founder and CEO
Tel: +1.416.488.2887
www.goliathresourcesltd.com
* Widths are reported in drill core lengths and the true widths are estimated to be 80 -90% and AuEq metal
values are calculated using: Au 1924.79 USD/oz, Ag 22.76 USD/oz, Cu 3.75 USD/lbs, Pb 2,128.75 USD/ton and
Zn 2,468.50 USD/ton on August 9, 2023. There is potential for economic recovery of gold, silver, copper, lead,
and zinc from these occurrences based on other mining and exploration projects in the same Golden Triangle
Mining Camp where Goliath’s project is located such as the Homestake Ridge Gold Project (Auryn Resources
Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the
Homestake Ridge Gold Project, prepared by Minefill Services Inc. (Bothell, Washington), dated May 29, 2020.
Here, AuEq values were calculated using 3-year running averages for metal price, and included provisions for
metallurgical recoveries, treatment charges, refining costs, and transportation. Recoveries for Gold were
85.5%, Silver at 74.6%, Copper at 74.6% and Lead at 45.3%. It will be assumed that Zinc can be recovered with
the Copper at the same recovery rate of 74.6%. The quoted reference of metallurgical recoveries is not from
Goliath’s Golddigger Project, Surebet Zone mineralization, and there is no guarantee that such recoveries will
ever be achieved, unless detailed metallurgical work such as in a Feasibility Study can be eventually completed
on the Golddigger Project.
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. Actual
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 Goliath. 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.
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