Goliath Resources Limited — AGM Information 2020

Jan 9, 2020

LETTER TO GOLIATH RESOURCES LIMITED SHAREHOLDERS

January 6, 2020

Dear Shareholders of Goliath:

The directors of Goliath Resources Limited (" Goliath " or the " Corporation ") cordially invite you to attend the annual general and special meeting (the " Meeting ") of the shareholders of Goliath (the " Shareholders ") to be held at the offices of Fogler, Rubinoff LLP at 77 King Street West, Suite 3000, TD Centre North Tower, Toronto, Ontario M5K 1G8 on Thursday, February 13, 2020 at 10:00 a.m. (Toronto time).

You will be asked at the Meeting to consider and, if deemed appropriate, to pass, the following resolutions:

1. to appoint UHY McGovern Hurley LLP, Chartered Accountants as the auditor of the Corporation for the ensuing year and to authorize the board of directors to fix the auditor's remuneration;

2. to fix the number of directors to be elected at five (5);

3. to elect the board of directors of the Corporation for the ensuing year;

4. to consider and, if thought appropriate, pass, with or without variation, a special resolution authorizing an amendment to the articles of the Corporation providing that the Corporation's issued and outstanding common shares be consolidated on the basis of one (1) post-consolidation common share for up to every twenty (20) existing common shares, as more fully described in the Circular (the " Consolidation ");

5. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular (the "Circular"), to ratify, confirm and approve the stock option plan of the Corporation (the " Stock Option Plan Resolution ");

6. to reprice all stock options existing under the Stock Option Plan; and

7. to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

The foregoing resolutions are referred to herein as the " Goliath Resolutions ".

The board of directors of the Corporation unanimously recommends that Shareholders vote in favour of the Goliath Resolutions at the Meeting for the reasons set out in the accompanying management information circular. You are urged to read this information carefully and, if you require assistance, to consult your own legal, tax, financial or other professional advisor.

We hope that we will have the opportunity to welcome you to this year's Meeting.

Sincerely,

( Signed ) "Roger Rosmus"

Roger Rosmus President and Chief Executive Officer