Golden Goliath Resources Ltd. — Management Reports 2020

Jan 31, 2020

Management Discussion and Analysis For Golden Goliath Resources Ltd.

For the Quarter Ending November 30, 2019

General

The following management discussion and analysis has been prepared as of January 31, 2020. The selected financial information set out below and certain comments which follow are based on and derived from the management prepared consolidated financial statements of Golden Goliath Resources Ltd. (the “Company” or “Golden Goliath”) for the first quarter ending November 30, 2019 and should be read in conjunction with them.

Golden Goliath is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the symbol “GNG” as a Tier 2 company.

Golden Goliath is a junior exploration company with no revenues from mineral producing operations. The Company’s properties are located in the State of Chihuahua, Mexico and Ontario, Canada. Activities include acquiring mineral properties and conducting exploration programs. The mineral exploration business is risky and most exploration projects will not become mines. The Company may offer to a major mining company the opportunity to acquire an interest in a property in return for funding by the major mining company, of all or part of the exploration and development of the property. For the funding of property acquisitions and exploration that the Company conducts, the Company does not use long term debt. Rather, it depends on the issue of shares from the treasury to investors. Such stock issues in turn depend on numerous factors, important among which are a positive mineral exploration climate, positive stock market conditions, a company’s track record and the experience of management.

Overall Performance

The Company’s first fiscal quarter, from September 1 to November 30, 2019, was both busy and eventful. Results of IP and other geophysical surveys and rock sampling were received from all three Ontario properties.

On the Kwai property in the Red Lake camp, excellent IP drill targets were identified along the Pakwash Fault. The setting and structure is believed to be very similar to the discoveries drilled by Great Bear Resources on the LP fault. Geophysical consultant R.S. Middleton P Eng interpreted the data and said:

“The Induced polarization survey of the Kwai Property in Red Lake has traced two major shear Zones across the length of the grid for a 1.6 km distance and drill holes at selected intervals will attempt to determine the presence of gold mineralization. Shears are the main controlling structures for gold in the Red Lake Camp both at the Goldcorp Red Lake Mine (former Arthur White Mine) and on new discoveries such as the Great Bear Dixie Lake project immediately north to the Golden Goliath Kwai property.”

“In some cases the low resistivity units are associated with negative chargeability suggesting conductors which would be sheared argillitic sediments with some graphite, however since those sediments are sheared, the contact with the basalts can also be sheared creating an excellent host for gold mineralization (carbonate-sericite zones).”

“The high chargeability zones are likely caused either by disseminated sulphides which could be surrounding gold mineralization or caused by pyrite in graphitic zones adjacent to carbonate

alteration zones. Such a setting occurs on the Dixie Lake Property now held by Great Bear Resources north of the Golden Goliath claims where a sharp contact of basalt and sheared sericite schists demarks a gold bearing zone.”

“You are in virgin territory with the potential of a whole new type of discovery here. The gold bearing fluids are in the area and just need the right structure to channel them.”

Additionally, seismic transects produced by the governments Lithoprobe studies indicate that these deep seated fault structures are connected at depth giving gold bearing fluids a pathway to surface. The Company is greatly encouraged and expanded its future exploration plans.

Limited IP on the Company’s SLF property also identified a drill target on the Sydney Lake Fault, also believed to be part of the deep seated fault network,

At Wish Ore excellent assays were received and multiple IP targets within open ended trends were identified. As a result additional claims were added to the property. Independent consultant, R.S. Middleton B.Sc., M.Sc., P.Eng., who was retained by the Company, reviewed the data and identified nine drill targets. Mr. Middleton stated:

“The mineralization on this property and area is typically shear zones with quartz-ankerite alteration and low to moderate sulphide content and the resistivity readings are very important for tracing mineralization. Shear zones have been identified by the survey are following known mineralization.”

Rock sampling, geophysical surveying and mapping programs at the Wish Ore property have shown that gold mineralization is widespread, open and may be related to breaks in an important contact defined by magnetics. Significant gold results include grab samples of 25.57, 17.10, 13.73, and 12.24 g/t and channel samples 4.27 g/t over 3 meters including 9.05 over 1 meter, 9.14 g/t over 0.6 meters, 3.83 g/t over 0.5 meters and 1.52 over 0.8 meters.

The Wish Ore project is hosted by an altered and structurally complex section of the under explored metal-bearing Archean-aged Batchewana Greenstone Belt.

Compilation of regional and local magnetic data shows breaks in the northeast trending zone that are associated with higher grade gold values. The Company is very pleased with the results to date on Wish Ore and intends an aggressive program during 2020.

On a sad note, a member of the Company’s Advisory Board, Andreas Lichtblau P Geo., passed away from complications due to leukemia.

Results of Operation

For the quarter ended November 30, 2019, the Company incurred a comprehensive loss of $284,644 compared to comprehensive gain of $281,562 in the first quarter of the prior year and a loss of $21,594 the prior quarter. The significant differences between these periods include:

• The Company sold several of its Mexican properties during the first quarter of the prior year for a gain on the sale of its mineral properties in the amount of $491,540 compared to nil in prior periods.

• Cash and short terms investments decreased to $1,157,124 at November 30, 2019 from $1,369,061 as at August 31, 2019 due to operating costs and exploration expenditures.

• Consulting fees of $18,000 in the past quarter compared to $99,311 in the prior year. This is due to the company completing the sale of various properties to Fresnillo and

initiating evaluation of new exploration properties leading to the option of the SLF, Kwai and Wishore properties last year.

• The Company had a foreign exchange loss of $4,010 in the quarter compared to a loss of $56,633 in the first quarter of the prior year due to currency fluctuations.

• Share based compensation was $198,673 the past quarter compared to nil the prior year as the Company granted stock options the past quarter. This is a non cash based charge formulated using the Black and Scholes model for option pricing.

As of November 30, 2019, deferred mineral property exploration costs totalled $705,730 compared to $622,403 at August 31, 2019.

Summary of Quarterly Results

The following table sets forth selected quarterly financial information for each of the last eight (8) quarters prepared in accordance with IFRS.

Quarter Ending	Other	Comprehensive Loss	Net Loss per Share
	Income	(Gain)	(Gain)
November 30, 2019	5,485	290,129	0.003
August 31, 2019	5,547	21,594	0.000
May 31, 2019	5,545	101,662	0.001
February 28, 2019	2,230	92,899	0.001
November 30, 2018	417,327	(207,347)	(0.002)
August 31, 2018	Nil	103,391	0.001
May 31, 2018	Nil	168,564	0.002
February 28, 2018	Nil	97,068	0.001
November 30, 2017	Nil	69,621	0.000

NOTE : There were no discontinued operations or extraordinary items on the Company’s financial statements during the above mentioned periods. The gain in November 2018 is due to the sale of properties to Fresnillo above the carrying costs of those properties.

Liquidity and Capital Resources

The Company has financed its operations almost exclusively through the sale of its common shares to investors and will be required to continue to do so for the foreseeable future.

The Company had working capital (deficit) of $1,110,646 at August 31, 2019 compared to $1,264,070 at August 31, 2019. The Company’s cash and short term investment position at August 31, 2019 was $1,369,061.

Capital Resources

Other than a property commitment in Mexico which is approximately $50,000 per year, the Company does not have any capital resource commitments.

Transactions with Related Parties

Key Management Compensation

anagement Compensation
Management fees Consulting fees Total	QUARTER ENDED NOVEMBER 30 2019 2018
	$ 30,000 $ 30,000 18,000 18,000
	$ 48,000 $ 48,000

Payments to key management personnel including the President, Chief Financial Officer, directors and companies directly controlled by key management personnel, and a former director, are directly related to their position in the organization.

Other Related Party Transactions

The Company entered into the following transactions and had the following balances payable with related parties. The transactions were recorded at the exchange amount agreed to by the related parties. Balances outstanding are non-interest bearing, unsecured and had no specific terms for collection or repayment.

• a) Due to related parties consists of $61,405 (2018 - $36,500) due to directors and a company controlled by a common director.

Critical Accounting Estimates

Exploration and Evaluation Assets

Exploration and evaluation expenditures include the costs associated with exploration and evaluation activity. Exploration and evaluation expenditures are capitalized as incurred. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, which management has determined to be indicated by a feasibility study, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

It is management’s judgment that none of the Company’s exploration and evaluation assets have reached the development stage and as a result are all considered to be exploration and evaluation assets.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property may be subject to unregistered prior agreements and non-compliance with regulatory requirements. The Company is not aware of any disputed claims of title.

Changes in Accounting Policy

There were no changes in accounting policy in the past year.

Financial Instruments and Other Instruments

The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk or commodity risk. As of the date hereof, the Company’s investment in resource properties has full exposure to commodity risk, both upside and downside. As the metal prices move so too does the underlying value of the Company’s metal projects.

Outstanding Share Data

The authorized share capital consists of an unlimited number of common shares. As of November 30, 2019 and the date hereof, an aggregate of 107,660,889 common shares were issued and outstanding.

The Company has nil share purchase warrants outstanding as of November 30, 2019 and the date hereof.

As of November 30, 2019, the Company had 9,150,000 incentive stock options outstanding at a price of $0.095.

Disclosure Controls and Procedures

Disclosure controls and procedures (“DC&P”) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting (“ICFR”) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with Canadian generally accepted accounting principles.

TSX Venture listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in Multinational Instrument 52-109. In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding the absence of misrepresentations and fair disclosure of financial information. Investors should be aware that inherent limitation on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in Multinational Instrument 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Additional information relating to the Company can be found on SEDAR at www.sedar.com and also on the Company’s website at www.goldengoliath.com