Goliath Resources Limited Closes Final Tranche FOR an Aggregate of $8,600,000 Raised and Welcomes New 9.9% Strategic Institutional Shareholder
GOLIATH RESOURCES LIMITED CLOSES FINAL TRANCHE FOR AN AGGREGATE OF $8,600,000
RAISED AND WELCOMES NEW 9.9% STRATEGIC INSTITUTIONAL SHAREHOLDER
Toronto, Ontario – October 11, 2023 – Goliath Resources Limited (TSX-V: GOT) (OTCQB: GOTRF) (FSE: B4IF)
(the "Company" or "Goliath") is pleased to announce it has closed $4,484,384 in the second and final tranche
of the previously announced non-brokered private placement (the "Offering"), for aggregate gross proceeds
of $8,600,000 raised in total.
Mr. Rob McEwen and Crescat Capital LLC ("Crescat Capital") completed their strategic investments in the first
tranche which closed on October 2, 2023. Goliath welcomes a new 9.9% partially diluted ("P/D") strategic
institutional shareholder, further demonstrating that the Company's new discoveries at its 100% controlled
Golddigger Property is getting the financial support of smart long-term money from investors recognized
globally specializing in precious metals and mining.
Pursuant to the Offering, Mr. McEwen acquired 1,000,440 NFT Units priced at $0.63. Mr. McEwen now
holds an aggregate of 1,588,000 NFT Units through his personal holding company , representing
approximately 2.4% (P/D) ownership of Goliath. Mr. McEwen 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 Chairman and Chief Owner of
McEwen Mining Inc., a gold and silver producer with operations in Nevada, Canada, and Mexico.
Pursuant to the Offering, Goliath's largest shareholder, Crescat Capital acquired 794,000 NFT Units priced at
$0.63, resulting in 18.4% (P/D) ownership of Goliath. Crescat Capital participated in the Offering pursuant to
a pre-emptive right granted to them by the Company (see about Crescat Capital below) and are considered
to be a "related party" of the Company. The issuance of units to an insider pursuant to the Offering constitutes
a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The
Company has relied on exemptions from the formal valuation and minority shareholder approval
requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such related
party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the
subject matter of, nor the fair market value of the consideration fo r, the Offering, insofar as it involved the
related party, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).
Further details will be included in a material change report to be filed by the Company. The material change
report will not be filed more than 21 days prior to closing of the placement due to the timing of the
announcement of the amended private placement and closing occurring in less than 21 days.
The Offering was a combination of: (i) 5,656,406 non-flow-through units ("NFT Units") sold at a price of $0.63
per NFT Unit. Each NFT Unit consists of one common share of the Company and one-half of a 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) 824,000 flow-through shares ("FT
Shares") sold at a price of $0.67 per one FT Share within the meaning of subsection 66(15) of the Income Tax
Act (Canada); and (iii) 4,484,384 charity flow-through units ("CFT Units") sold at a price of $1.00 per CFT Unit,
which represent 52% of the total gross proceeds raised. Each CFT Unit consists of one common share that will
qualify as a FT Share within the meaning of subsection 66(15) of the Income Tax Act (Canada), plus one-half
of a 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.
The Company intends to use the gross proceeds raised from the CFT and FT offering for exploration and
related programs on Goliath's 100% controlled Golddigger and Lucky Strike properties located in and around
the Golden Triangle of northwestern British Columbia . The proceeds from the NFT offering will be used for
general working capital and administrative purposes.
The gross proceeds from the CFT and 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
Income Tax Act (Canada), flow-through mining expenditures as defined in subsection 127(9) of the Income
Tax Act (Canada) that will qualify as flow-through mining expenditures, and B ritish Columbia 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 December 31, 2024, and renounced with an effective date no later than December 31,
2023. British Columbia Super Flow – the British Columbia mining flow-through share tax credit allows British
Columbia Residents who invest in FT Shares to claim a provincial non -refundable tax credit of 20% of their
British Columbia flow-through mining expenditures. British Columbia flow-through mining expenditures are
specific exploration expenses incurred by a PBC and renounced by a corporation issuing the FT Shares.
In connection with the Offering, the Company paid cash finders' fees totaling $320,348 and issued 350,468
warrants priced at $0.78 for 18 months, 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 paymen t 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 Capital is a global macro asset management firm headquartered in Denver, Colorado. Crescat Capital'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 Capital's goal is industry leading absolute and risk-
adjusted returns over complete busines s cycles with low correlation to common benchmarks. Crescat
Capital's investment process involves a mix of asset classes and strategies to assist with each client's unique
needs and objectives and includes Global Macro, Long/Short and Precious Metals funds.
Crescat Capital 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 in 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 to extract the gold). It's 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.
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
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 minin g 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 States or to or for the account or benefit of a U.S. person (as defined i n
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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AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.