Goliath Upsizes Non-Brokered Placement From $14,725,000 To $15,725,500 As Strategic Investor Mr. Larry Childress Increases Share Purchase From 1,000,000 To 1,400,000
Goliath Upsizes Non-Brokered Placement From $14,725,000 To $15,725,500 As Strategic
Investor Mr. Larry Childress Increases Share Purchase From 1,000,000 To 1,400,000
Toronto, Ontario – September 18, 2024 – Goliath Resources Limited (TSX -V: GOT) (OTCQB: GOTRF) (FSE:
B4IF) (the “Company” or “Goliath”) is pleased to announce it has increased the previously announced non-
brokered flow through financing from $14,725,000 to $15,725,500 as strategic investor Mr. Larry Childress
has agreed to increase his Goliath common share purchase from 1,000,000 to 1,400,000 through Childress
Family LP.
About Mr. Larry Childress
Mr. Childress has a MS Degree in Mining Engineering and started an oil exploration company in 1980
discovering several major oilfields in western Kansas . He has been investing in mineral projects at various
stages for over 40 years. Mr . Childress currently owns ~22 million shares of Fireweed Metals and is the second
largest shareholder after the Lundin Family. Other major holdings include Filo, WA1 Resources and Hercules
Metals. He was the second largest shareholder in Noront Resources when they were taken out by Wyloo at a
significant premium to market at ~C$637M.
Offering Details
The non-brokered private placement is a combination of: (i) Charity Flow-Through shares (CFT) to be sold at
a price of $1.975 each with no warrant and the Flow-Through shares (FT) to be sold at a price of $1.44 each
with no warrant. These shares will qualify as a flow-through share within the meaning of Subsection 66(15)
of the Income Tax Act (Canada). The first tranche closed on September 13, 2024 that consisted of 3,018,000
CFT shares for proceeds of $5,960,550 and 2,501,221 FT shares for proceeds of $3,601,758 for aggregate
proceeds of $9,562,308. The final tranche is scheduled to close in October 2024.
The Company intends to use the proceeds for and exploration related programs on its properties located in
and around the Golden Triangle of northwestern British Columbia.
The 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 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, 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 on certain orders composed of 6% cash and 6% finder warrants (12 months at
$1.26 or $1.44). I n connection with the first tranche, there was 6% cash paid totaling $184,663.09 and 6%
finder warrants issued for a 12 month period totaling 103,093 (67,680 finder warrants priced at $1.2 6 and
35,413 finder warrants priced at $1.44), 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 payment of any finders' fees remain
subject to the receipt of all necessary regulatory approvals, including the appro val 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,
Mr. Larry Childress (post close), 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
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 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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