Goliath Resources Announces Bought Deal Private Placement of Structured Flow-Through Financing for Gross Proceeds of C$23M
Goliath Resources Announces Bought Deal Private Placement of Structured
Flow-Through Financing for Gross Proceeds of C$23M
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
Toronto, Ontario – September 25, 2025 – Goliath Resources Limited (TSX -V: GOT) (OTCQB: GOTRF)
(Frankfurt: B4IF) (the "Company" or "Goliath") is pleased to announce that it has entered into an agreement
with Stifel Canada to act as sole bookrunner and lead underwriter, together with a syndicate of underwriters
(collectively, the “Underwriters”), in connection with a "bought deal" private placement offering by the Company
of (i) 1,190,477 common shares of the Company (the " National Flow-Through Shares") that intend to qualify
as "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) at a
price of C$ 4.20 per National Flow -Through Share (the " National FT Issue Price ") for gross proceeds of
approximately C$5 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") that intend to qualify as "flow-
through shares" as defined in subsection 66(15) of the Tax Act at a price of C$4.44 per BC Flow-Through Share
(the "BC FT Issue Price") for gross proceeds of approximately C$18 million (the "Offering").
The Company has granted the Underwriters an option to sell such number of additional National Flow-Through
Shares as is equal to 15% of the number of Flow-Through Shares sold under the Offering at the National FT
Issue Price (the " Underwriters’ Option"). The Underwriters’ Option will be exercisable, in whole or in part, at
any time up until 48 hours prior to the closing date of the Offering (the “Closing Date”). In consideration for the
services provided to the Company in connection with the Offering, the Underwriters will be entitled to receive a
cash commission equal to 6.0% of the gross proceeds raised under the Offering (the “Cash Commission”) and
such number of broker warrants (“Broker Warrants”) as is equal to 6.0% of the number of Flow-Through Shares
sold under the Offering. Each Broker Warrant will entitle the holder thereof to acquire one common share of the
Company at a price of C$ 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 October 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 "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 BC Flow-Through Shares that are resident in British Columbia, "BC flow-through
mining expenditures" as defined in subsection 4.721(1) of the Income Tax Act (British Columbia) (the “Qualifying
Expenditures”). Such expenses will be incurred on or before December 31, 2026, and renounced to the
subscribers with an effective date no later than December 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 “Re-Offer Shares”), and at a price of C$ 3.00 per Re-Offer Share. Sales of Re-Offer 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, ongoing 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 ("NI 45-106"), 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 (the "Listed Issuer Financing Exemption"). 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+ at www.sedarplus.ca and
on the Company's website at goliathresourcesltd.com/. 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any
sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including
any of the securitie s 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 any state securities
laws and may not be offered or sold within the United States or to, or for 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 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, Mr. Rob McEwen, Mr. Eric Sprott and Mr.
Larry Childress.
For more information please contact:
Goliath Resources Limited
Mr. Roger Rosmus
Founder and CEO
Tel: +1.416.488.2887
www.goliathresourcesltd.com
This press release contains statements that constitute “forward -looking information” (“ forward-looking
information”) within the meaning of the applicable Canadian securities legislation. All statements, other than
statements of historical fact, are forward -looking information and are based on expectations, estimates and
projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or performance (o ften but not always using phrases
such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”,
“scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or s tating
that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved)
are not statements of historical fact and may be forward-looking information. Forward-looking statements in this
news release include statements regarding the Offering (including the completion of the Offering on the terms
and timeline as announced or at all, the tax treatment of the Flow -Through Shares, the timing to incur and
renounce all Qualifying Expenditures in favour of the subscribers, and the use of proceeds of the Offering), and
the Company’s ability to obtain all regulatory approvals, including the approval of the Exchange. In disclosing
the forward-looking information contained in this press release, the Company has made certain assumptions.
Although the Company believes that the expectations reflected in such forward -looking information are
reasonable, it can give no assurance that the expectations of any forward -looking information will prove to be
correct. Known and unk nown risks, uncertainties, and other factors which may cause the actual results and
future events to differ materially from those expressed or implied by such forward -looking information. Such
factors include but are not limited to: compliance with extensi ve government regulations; domestic and foreign
laws and regulations adversely affecting the Company’s business and results of operations; 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.