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Goliath Resources Limited (TSX-V: GOT) (OTCQX: GOTRF) (Frankfurt: B4IF) (the "Company" or "Goliath"), further to its press release dated January 22, 2026 (the "Prior Press Release"), is very pleased to announce that it has received TSX Venture Exchange ("TSXV") approval and has issued 3,000,000 common shares (the "Consideration Shares") to The J2 Syndicate and J2 Syndicate Holdings Ltd. (the "Optionors") pursuant to an amending agreement dated January 21, 2026 (the "Amending Agreement") which amends its existing property option agreement with the Optionors (the "Option Agreement") in respect of its Golddigger Property located in the Golden Triangle, B.C., which hosts the high-grade Surebet Gold Discovery. The Consideration Shares have a four month plus one day hold period from the date of issuance.
As a result of the issuance of the Consideration Shares, Goliath has earned the remaining 51% ownership interest in the Golddigger Property and now holds a 100% interest in the property. In addition, Goliath has bought down 1% of the 3% Net Smelter Returns ("NSR") reducing it to a 2% NSR held by the Optionors.
Other key features of the Amending Agreement include:
- Goliath must publish a mineral resource estimate ("MRE") on or before June 1, 2030, and thereafter on every three-year anniversary of June 1, 2030;
- Goliath will be required to pay the Optionors US$1 for every gold equivalent ounce over 4,000,000 gold equivalent ounces disclosed in an MRE rather than US$1 for every gold equivalent ounce over 2,000,000 gold equivalent ounces; and
- should there be a change of control prior to Goliath publishing an MRE, the acquirer would assume the obligations of the Company under the Option Agreement, including the requirement to deliver an MRE would be changed from June 1, 2030 to the third anniversary of the date of completion of such change of control.
- should there be a change of control prior to Goliath publishing an MRE, the acquirer would assume the obligations of the Company under the Option Agreement, including the requirement to deliver an MRE would be changed from June 1, 2030 to the third anniversary of the date of completion of such change of control.
Proposed McEwen Inc. Warrant Extension
The Company will not be proceeding with the proposed extension of the expiry date of the warrants issued to McEwen Inc., as first disclosed in the Company's news release dated February 28, 2026. The TSXV did not approve the request as determined by the nature of McEwen Inc. acquiring Goliath units initially press released on January 9, 2025 and completed as an "expedited acquisition" that is treated according to their Policy 5.3. Accordingly, McEwen Inc.'s 2,590,673 common share purchase warrants of the Company with a strike price of $2.50 will expire end of day, March 10, 2026.
About Goliath Resources Limited
Goliath Resources 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 completed its largest fully funded drill campaign to date for a total of 64,364 meters in 2025. It is fully funded for a similar sized drill program in 2026. The Company's key strategic cornerstone shareholders include Crescat Capital, a Global Commodity Group (Singapore), McEwen Inc. (NYSE: MUX) (TSX: MUX), Waratah Capital Advisors, Rob McEwen, Eric Sprott and Larry Childress.
For more information please contact:
Mr. Roger Rosmus
Founder and CEO
Tel: +1.416.488.2887
roger@goliathresources.com
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 (often 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 stating 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 terms of the Option Agreement as amended by the Amending Agreement. 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 unknown 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 extensive 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.
