Goliath Resources Limited — Interim / Quarterly Report 2021

Feb 25, 2021

GOLIATH RESOURCES LIMITED

CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2020 AND 2019

(EXPRESSED IN CANADIAN DOLLARS) (UNAUDITED)

Notice to Reader

The accompanying unaudited condensed interim financial statements of Goliath Resources Limited (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim financial statements have not been reviewed by the Company's auditors.

Goliath Resources Limited Condensed Interim Statements of Financial Position (Expressed in Canadian Dollars) (Unaudited)

(Expressed in Canadian Dollars) (Unaudited)
		As at		As at
	December 31,			June 30,
		2020		2020
ASSETS
Current assets
Cash	$	3,102,816	$	26,131
Amounts receivable and deposits (note 4)		195,380		502,138
Investments(note 5)		77,750		83,750
Total assets	$	3,375,946	$	612,019
LIABILITIES AND EQUITY
Current liabilities
Accounts payable and accrued liabilities (note 13)	$	72,239	$	221,171
Flow-through share liability (note 6)		-		79,745
Total liabilities		72,239		300,916
Equity
Share capital (note 7)		9,760,550		6,941,895
Contributed surplus (notes 8 and 9)		6,013,662		2,856,472
Deficit		(12,470,505)		(9,487,264)
Total equity		3,303,707		311,103
Total liabilities and equity	$	3,375,946	$	612,019

Nature of operations and going concern (note 1) Commitments and contingencies (notes 3 and 14) Subsequent events (note 16)

The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 1 -

Goliath Resources Limited Condensed Interim Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) (Unaudited)

		Three Months Ended	Three Months Ended	Three Months Ended		Six Months Ended	Six Months Ended	Six Months Ended
		December 31,				December 31,
		2020		2019		2020		2019
Operating expenses
Exploration and acquisition costs (note 12)	$	1,373,421	$	236,445	$	2,387,662	$	1,238,621
General and administrative (note 11)		643,279		138,011		1,188,975		578,305
Unrealized loss on investments(note 5)		(26,500)		-		6,000		-
Net loss before premium on flow-through shares		(1,990,200)		(374,456)		(3,582,637)		(1,816,926)
Premium on flow-through shares(note 6)		2,472		68,000		79,745		84,325
Net loss and comprehensive loss for theperiod	**$ **	(1,987,728)	$	(306,456)	**$ **	(3,502,892)	$	(1,732,601)
Basic and diluted lossper share (note 10)	$	(0.07)	$	(0.04)	$	(0.13)	$	(0.23)
Weighted average number of common shares
outstanding - basic and diluted		30,485,600		7,800,531		27,167,447		7,580,604

The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 2 -

Goliath Resources Limited Condensed Interim Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited)

Goliath Resources Limited Condensed Interim Statements of Cash Flows (Expressed in Canadian Dollars) (Unaudited)
		Six Months		Ended
		December 31,
		2020		2019
Operating activities
Net loss for the period	$	(3,502,892)	$	(1,732,601)
Adjustments for:
Share-based payments (note 9)		801,337		61,740
Premium on flow-through shares (note 6)		(79,745)		(84,325)
Unrealized loss on investments (note 5)		6,000		-
Common shares and warrants issued for exploration and
acquisition costs (note 3(ii))		1,797,050		-
Non-cash working capital items:
Amounts receivable and deposits		306,758		397,840
Accountspayable and accrued liabilities		(148,932)		60,211
Net cash used in operating activities		(820,424)		(1,297,135)
Financing activities
Proceeds from private placements		4,000,573		550,000
Issuance costs		(115,321)		(36,000)
Proceeds from exercise of warrants		11,857		-
Net cashprovided by financing activities		3,897,109		514,000
Net change in cash		3,076,685		(783,135)
Cash, beginning ofperiod		26,131		896,054
Cash, end ofperiod	$	3,102,816	$	112,919
Supplemental information
Units issued in settlement of debt	$	135,432	$	-
Finders' units issued	$	100,809	$	-

The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 3 -

Goliath Resources Limited Condensed Interim Statements of Changes in Equity (Expressed in Canadian Dollars) (Unaudited)

Goliath Resources Limited Condensed Interim Statements of Changes in Equity (Expressed in Canadian Dollars) (Unaudited)
	Share	Capital		Contributed
	Number		Amount		Surplus	Deficit	Total
Balance, June 30, 2019	7,360,685	$	6,167,496	$	3,878,174	$ (8,677,744) $	1,367,926
Issuance of common shares and warrants in
private placements (note 7(b)(i))	11,000,000		380,000		-	-	380,000
Share issue costs	-		(43,140)		7,140	-	(36,000)
Warrants and options expired	-		-		(401,765)	401,765	-
Share-based payments (note 9)	-		-		61,740	-	61,740
Net loss for theperiod	-		-		-	(1,732,601)	(1,732,601)
Balance, December 31, 2019	18,360,685	$	6,504,356	$	3,545,289	$ (10,008,580) $	41,065
Balance, June 30, 2020	16,803,518	$	6,941,895	$	2,856,472	$ (9,487,264) $	311,103
Issuance of common shares and warrants in private
placement (note 7(b)(ii)(iii))	18,178,561		2,009,285		1,991,288	-	4,000,573
Share issue costs (note 7(b)(ii)(iii))	-		(216,130)		100,809	-	(115,321)
Common shares and warrants issued for mineral properties (note 3(ii))	2,975,000		1,011,250		785,800	-	1,797,050
Warrants and stock options expired	-		-		(519,651)	519,651	-
Common shares issued for the exercise of warrants	93,575		14,250		(2,393)	-	11,857
Share-based payments (note 9)	-		-		801,337	-	801,337
Net loss for theperiod	-		-		-	(3,502,892)	(3,502,892)
Balance, December 31, 2020	38,050,654	$	9,760,550	$	6,013,662	$ (12,470,505) $	3,303,707

The accompanying notes are an integral part of these unaudited condensed interim financial statements. - 4 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

1. Nature of Operations and Going Concern

Goliath Resources Limited (the “Company” or “Goliath”) was incorporated by Articles of Incorporation dated February 16, 2017 under the Business Corporations Act (Ontario) as “Bantry Resources Inc.”. On February 21, 2017, Goliath filed Articles of Amendment to change the name to “Goliath Resources Inc.” and on April 21, 2017, Articles of Amendment were filed to change the name to “Goliath Resources Limited”. The Company's principal business activity is mineral exploration (described in note 3) in British Columbia, Canada.

The Company is listed on the TSX Venture Exchange (the "TSXV”) trading under the symbol GOT.V. The head office of the Company is located at 82 Richmond Street East, Toronto, Ontario, M5C 1P1.

The unaudited condensed interimfinancial statements of the Company for the six months ended December 31, 2020 were reviewed, approved and authorized for issue by the Board of Directors on February 25, 2021.

These unaudited condensed interim financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due.

The Company is at an exploration stage and attempts to raise financing for its exploration and acquisition activities. The Company has incurred a current net loss of $3,502,892 for the six months ended December 31, 2020 and has an accumulated deficit of $12,470,505 as at December 31, 2020. In addition, the Company had working capital of $3,303,707 at December 31, 2020 and expenditure commitments as outlined in notes 3 and 14.

Due to limited working capital, the Company's ability to continue as a going concern is dependent on its ability to obtain additional sources of financing to successfully explore, evaluate and develop mineral projects, if they are proven successful, and ultimately, to achieve profitable operations. The success of these endeavours cannot be predicted at this time. Management believes that the Company's working capital is sufficient to support planned operations for the next twelve months.

Commencing in March 2020 and continuing after December 31, 2020, the outbreak of the novel strain of coronavirus known as “COVID19” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 pandemic is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

• 5 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

2. Significant Accounting Policies

(a) Statement of compliance

Statement of compliance

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee. These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements.

The policies applied in these unaudited condensed interim financial statements are based on IFRS issued and outstanding as of February 25, 2021, the date the Board of Directors approved the statements. The same accounting policies and methods of computation are followed in these unaudited condensed interim financial statements as compared with the most recent annual financial statements as at and for the year ended June 30, 2020. Any subsequent changes to IFRS that are given effect in the Company’s annual financial statements for the year ending June 30, 2021 could result in restatement of these unaudited condensed interim financial statements.

Recent accounting pronouncements

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods commencing on or after July 1, 2020. They are not applicable or do not have a significant impact to the Company and have been excluded.

3. Mineral properties

Bingo, Copperhead, Golddigger and Luckystrike properties

On April 18, 2017, Goliath entered into four option agreements ("Options") with J2 Syndicate and J2 Syndicate Holdings (collectively the "Optionors") to acquire a 100% legal and beneficial interest in and to four separate blocks of mineral claims located in British Columbia and individually known as and described as the "Bingo", "Copperhead", Golddigger" and "Luckystrike" properties subject to a 3% net smelter returns royalty ("NSR"). Goliath can reduce the NSR from 3% to 2% by paying US$1,500,000 for each property, no later than December 31, 2027. The agreements were subsequently amended on April 19, May 6, June 8, June 26, September 10, September 22, September 27, 2017, October 30, 2018, April 14, 2020 and December 29, 2020.

The Options may be maintained and exercised by Goliath issuing the following securities, making the following cash payments and incurring the following exploration expenses.

	Common shares	Warrants
	to purchase option	to purchase option
	(issued)	(issued)
Bingo (c)	200,000	200,000
Copperhead (c)	60,000	60,000
Golddigger	200,000	200,000
Luckystrike	200,000	200,000
Total	660,000	660,000

• 6 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

3. Mineral properties (continued)

Bingo, Copperhead, Golddigger and Luckystrike properties (continued)

	Effective date	Effective date		March 30,		March 30,		March 30,		March 30,
Cash payments	April 20, 2017			2020		2021		2022		2023		Total
		(paid)		(paid)
Bingo (c)	$	75,000	$	-	$	-	$	-	$	-	$	75,000
Copperhead (c)		75,000		-		-		-		-		75,000
Golddigger		75,000		112,500		168,750		253,125		379,688		989,063
Luckystrike		75,000		112,500		-		-		-		187,500
Total	$	300,000	$	225,000	$	168,750	$	253,125	$	379,688	$	1,326,563
Exploration		December 15,		**December 31, **		December 31,		**December 31, **		December 31,
expenses		2017		2018		2019		2020		2021		Total
		(met)		(met)		(met)
Bingo (c)	$	69,960	$	122,430	$	-	$	-	$	-	$	192,390
Copperhead (c)		62,159		108,778		-		-		-		170,937
Golddigger		311,881		545,972		-		200,000		400,000		1,457,853
Luckystrike		311,881		545,972		-		-		400,000		1,257,853
Among Golddigger and
Luckystrikeproperties		-		-		1,200,000		-		-		1,200,000
Total	$	755,881	$	1,323,152	$	1,200,000	$	200,000	$	800,000	$	4,279,033

(a) Conditions of the Options are as follows:

• Goliath must elect by April 1 of each subsequent year, to either carry out an exploration program which will result in it incurring the prescribed exploration expenses for that year by December 15 of that year or terminate the Options. If Goliath makes an election by April 1 and subsequently fails to raise the required funds by May 31 of that year, then the Option may be terminated by the Optionors, or an amount equal to the prescribed exploration budget will become a debt of Goliath, payable to the Optionors on March 31 of the following year.

• Each of the four option agreements require Goliath to pay “resource bonuses” to the Optionors in cash and shares as and when NI 43-101 mineral reserves (proven and probable) and mineral resources (measured and indicated) on the properties collectively meet the following equivalent of ounces of gold:

• i) Cash payment of US$1,000,000 for 2,000,000 gold equivalent ounces.

• ii) An additional cash payment of US$1.00 for every gold equivalent ounce over 2,000,000 gold equivalent ounces.

• iii) Issuance of 10,000,000 common shares of Goliath for 2,000,000 gold equivalent ounces.

• In the event of termination of the Options, Goliath must perform and pay for all required reclamation work on the property within 24 months of termination and must maintain the property in good standing for a minimum of 12 months after termination. If Goliath fails to fulfill its obligations, it will be indebted to the Optionors for an amount equal to 150% of the costs which it would have incurred to fulfill its obligations.

• Any claims acquired by Goliath within a 20 kilometre area of interest or contiguous to those claims acquired, will become part of the property and subject to the NSR.

• Earning exclusive right of first refusals (ROFRs) on each of the DSM Syndicate’s Gold Star and Gold Crest properties which expired March 30, 2020.

• 7 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

3. Mineral properties (continued)

Bingo, Copperhead, Golddigger and Luckystrike properties (continued)

(b) The amendment on October 30, 2018 was subject to the following conditions:

• Completing a financing of at least $1,500,000 of net proceeds (the “Financing Proceeds”) prior to March 30, 2019 (completed);

• Providing $300,000 from the Financing Proceeds for the exploration of the J2 Syndicate’s Bullion and/or Eldorado properties, and/or the DSM Syndicate’s Gold Crest, Gold Standard and/or Gold Star properties (Goliath already owns a 10% interest in the DSM Syndicate); and

• Executing an agreement with the J2 Syndicate and the DSM Syndicate with respect to the fulfillment of the $300,000 funding obligation and the grant of the ROFR’s mentioned above prior to November 15, 2018 (executed on November 15, 2018).

(c) On March 3, 2020, the Company terminated the property option agreements to acquire the Bingo and Copperhead properties.

(d) On April 14, 2020, the Company entered into two separate amendment agreements (the "Amendments") with the Optionors, whereby the parties have agreed to further amend the terms of Goliath's Options on the Golddigger property and Luckystrike property. The main terms of the Amendments are as follows:

• Goliath will deposit, on/or before April 29, 2020, $200,000 with the J2 Syndicate from the sale and distribution of shares, warrants and/or other securities of the Goliath by way of a private placement (completed), to be spent on the Golddigger property.

• Goliath will commit to deposit a total of $800,000 to be deposited on or before March 31, 2021 on the Luckystrike and/or Golddigger properties;

• If Goliath incurs aggregate exploration expenses between January 1, 2020 and December 31, 2023 of $6,000,000 on each Property and delivers a NI 43-101 technical report which includes a resource calculation of gold equivalent mineral reserves (proven and probable) and gold equivalent mineral resources (measured, indicated and inferred categories) on the properties by December 31, 2024; then Goliath can earn an initial 49% interest in the Properties; and

• If Goliath incurs aggregate exploration expenses between January 1, 2024 and December 31, 2026 of at least $8,000,000 on each property and delivers a NI 43-101 technical report which includes a resource calculation of gold equivalent mineral reserves (proven and probable) and gold equivalent mineral resources (measured, indicated and inferred categories) on the Property by December 31, 2027 Goliath will own the remaining 51% interest in the Property, representing a 100% ownership interest in the Property subject to the royalties reserved to the Optionors.

The Amendments are subject to:

• Goliath issuing to the Optionors a total of 3,900,000 units at a price of $0.10 per unit ( the “Consideration Units”). Each Consideration Unit will consist of one common share and one common share purchase warrant (a "Consideration Warrant") with each Consideration Warrant exercisable for a period of five years from the date of issuance at an exercise price of $0.15 per share. On April 29, 2020, the Company issued the 3,900,000 Consideration Units to members of the J2 Syndicate. The fair value of the 3,900,000 warrants was estimated as $186,617 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 0.41%; expected volatility - 175% which is based on the historical volatility of the Company's shares; expected dividend yield - nil; share price of $0.05 and expected life - 5 years.

• The value of the Consideration Units was applied against the March 31, 2020 cash property payments and partial payment against the March 31, 2021 cash payment under the Options.

• 8 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

3. Mineral properties (continued)

Bingo, Copperhead, Golddigger and Luckystrike properties (continued)

(e) On December 29, 2020, the Company amended terms for its Luckystrike property. All future cash property payments totalling $719,313, plus $14,000,000 of minimum work commitments and a NI 43-101 technical report which would include any resources calculation of gold equivalent minerals delivered by December 31, 2027 to earn 100% of the property have been removed entirely. In its place, the Company has issued 1,300,000 shares and 1,300,000 warrants exercisable at a price of $0.22 for a period of 60 months to immediately earn a 49% interest in the property. To earn 100%, Goliath will need to spend a minimum of $5,000,000 in drilling on or before December 31, 2029 and deliver a NI 43-101 technical report which would include any resources calculation of gold equivalent minerals by December 31, 2030. In addition, the 1% NSR buy back provision date has been moved from December 31, 2027 to December 31, 2029.

All excess exploration expenses incurred in the aggregate on the J2 Syndicate’s optioned properties from any year, may be carried forward to fulfill Goliath’s exploration expenditure commitments in future years. Goliath has currently exceeded its minimum exploration commitments for 2017, 2018, 2019 and 2020.

Bingo Property

The Bingo mineral claims are located approximately 45 kilometres southeast of Stewart, British Columbia in the Golden Triangle. Effective March 3, 2020, the Company terminated its property option agreement to acquire the Bingo Property.

Copperhead Property

The Copperhead Property mineral claims are located approximately 35 kilometres southwest of Smithers, British Columbia. Effective March 3, 2020, the Company terminated its property option agreement to acquire the Copperhead Property.

Golddigger Property

The Golddigger Property consists of contiguous mineral claims located approximately 30 kilometres southeast of Stewart with tidewater access on Hastings Arm in the Golden Triangle of Northern British Columbia.

Luckystrike Property

The Luckystrike Property is located 40 kilometres north of Terrace, British Columbia.

DSM Syndicate

On April 20, 2017, Goliath acquired a 10% interest in the DSM Syndicate at a cost of $250,000. The DSM Syndicate was formed to pool geological and other knowledge and expertise relating to certain properties identified in an area in northwestern British Columbia, finance and carry out an acquisition and exploration program and market any resulting property interests with the intention to option or sell the property interests.

Nelligan Projects

On July 9, 2020, the Company entered into agreements to acquire 6 mineral claim blocks (the “Claims”) now under Goliath’s Nelligan East Project and Nelligan West Project (the “Projects”). The Projects are located in the northeastern Chibougamau-Chapais Mining Camp of the Abitibi Greenstone Belt. The consideration for the Claims comprised of $206,780 of cash, 1,675,000 common shares (valued at $452,250) and 1,025,000 warrants of Goliath. The warrants are exercisable at a price of $0.24 with expiry ranging from 3 to 5 years from date of grant. The Claims have NSRs ranging from 1% to 2% and certain royalty buyback options.

• 9 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

3. Mineral properties (continued)

Nelligan Projects (continued)

The grant date fair value of the 1,025,000 warrants was estimated as $251,500 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 0.30%; expected volatility - 166% which is based on the historical volatility; expected dividend yield - nil; share price of $0.27 and expected life - 4.22 years.

On August 10, 2020, the Company received final TSXV approval and completed the acquisition of the Claims.

4. Amounts receivable

4. Amounts receivable
		As at		As at
		December 31,		June 30,
		2020		2020
Sales tax receivable - (Canada)	$	49,204	$	22,038
Prepaid expenses		146,176		251,630
Miningtax credit receivable(i)		-		228,470
	$	195,380	$	502,138

(i) The mining tax credit of $218,289 along with $10,181 of interest was received in September 2020.

5. Investments

During the year ended June 30, 2020, the Company received 250,000 common shares and 250,000 warrants of Juggernaut Exploration Ltd. ("Juggernaut") as payment for the optioning of a DSM Syndicate property by Juggernaut. The warrants have an exercise price of $0.20 with an expiry date of March 10, 2025. On the date of acquisition, March 10, 2020, the shares and warrants were valued at $45,000 and $32,750, respectively based on the closing share price and the Black-Scholes option pricing model. The following weighted average assumptions were used in the BlackScholes option pricing model: risk-free interest rate - 0.59%; expected volatility - 100% which is based on the historical volatility of comparable companies; expected dividend yield - nil; share price of $0.18 and expected life - 5 years.

As at December 31, 2020, the investment in Juggernaut shares and warrants was valued at $45,000 and $32,750, respectively based on the closing share price and the Black-Scholes option pricing model. The following weighted average assumptions were used in the Black-Scholes option pricing model: risk-free interest rate - 0.33%; expected volatility - 100% which is based on the historical volatility of comparable companies; expected dividend yield - nil; share price of $0.19 and expected life - 4.2 years.

• 10 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

6. Flow-through share liability

Other liability includes the liability portion of the flow-through shares issued. The following is a continuity schedule of the liability of the flow-through shares issuance:

Balance at June 30, 2019	$	16,325
Liability incurred on flow-through shares issued		170,000
Settlement of flow-through share liabilityon incurringexpenditures		(106,580)
Balance at June 30, 2020		79,745
Settlement of flow-through share liabilityon incurringexpenditures		(79,745)
Balance at December 31, 2020	$	-

For the year ended June 30, 2020, the flow-through common shares issued in the non-brokered private placement completed on November 1, 2019 and December 24, 2019 were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $170,000.

The flow-through premium is derecognized through income as the eligible expenditures are incurred. For the six months ended December 31, 2020, the Company satisfied $79,745 (year ended June 30, 2020 - $106,580) of the commitment by incurring eligible expenditures of approximately $258,000 (year ended June 30, 2020 - $354,788) and as a result the flow-through premium has been reduced to $nil (June 30, 2020 - $79,745).

7. Share capital

a) Authorized share capital

The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.

b) Common shares issued

As at December 31, 2020, the total number of shares issued was 38,050,654 and valued at $9,760,550.

The changes in issued share capital for the periods were as follows:

For the six months ended December 31, 2019

(i) On November 1, 2019 and December 24, 2019, the Company completed a non-brokered private placement of 733,333 flow-through shares for gross proceeds of $550,000 at an issue price of $0.75.

The Company paid $21,000 in finders' fees and issued 28,000 finders' warrants exercisable at $1.05 for 24 months.

The grant date fair value of the 28,000 finders' warrants was estimated as $7,140 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 1.55%; expected volatility - 147% which is based on the historical volatility of comparable companies; expected dividend yield - nil; share price of $0.45 and expected life - 2 years.

• 11 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

7. Share capital (continued)

For the six months ended December 31, 2020

(ii) On August 6, 2020, the Company completed a non-brokered private placement for aggregate gross proceeds of $2,166,195. The flow-through funding consisted of 3,983,455 flow-through units (“FT Units”), priced at $0.23 each for gross proceeds of $916,195. Each FT Unit consists of one flow-through common share plus one warrant to purchase one common share at $0.25 for five years from the date of issuance. The non flow-through funding consisted of 6,250,000 units (“NFT Units”) priced at $0.20 for gross proceeds of $1,250,000. Each NFT Unit consists of one common share plus one warrant to purchase an additional common share at $0.25 for five years.

The Company paid 6% finders' fees in cash of $50,031 and 6% finders' compensation options of 250,157 (one common share and one $0.25 warrant) priced at $0.20 for a five year period based on a portion of NFT Units sold. In addition, it paid six percent (6%) finders' fees in cash of $30,521 and six percent (6%) finders' compensation options of 132,701 (one common share and one $0.25 warrant) priced at $0.23 for a five year period based on a portion of FT Units sold. All shares issued pursuant to this offering and any shares issued pursuant to the exercise of warrants will be subject to a four-month and one day hold period from the closing date.

The fair values of the 10,232,480 warrants and 382,858 finders' compensation options were estimated as $1,063,083 and $100,809 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 0.32%; expected volatility - 162% which is based on the historical volatility of comparable companies; expected dividend yield - nil; share price of $0.28 and expected life - 5 years.

(iii) On December 11, 2020, the Company completed a non-brokered private placement for aggregate gross proceeds of $1,834,573. The flow-through funding consisted of 5,413,623 flow-through units (“FT Units”), priced at $0.25 each for gross proceeds of $1,353,406. Each FT Unit consists of one flow-through common share plus one warrant to purchase one common share at $0.285 for two years from the date of issuance. The non flow-through funding consisted of 2,532,458 units (“NFT Units”) priced at $0.19 for gross proceeds of $481,167. Each NFT Unit consists of one common share plus one warrant to purchase an additional common share at $0.285 for five years.

The fair value of the 7,946,081 warrants was estimated as $928,205 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 0.25%; expected volatility - 166% which is based on the historical volatility; expected dividend yield - nil; share price of $0.31 and expected life - 2 years.

8. Warrants

The following table reflects the continuity of warrants for the periods presented below:

	Number of	Weighted Average	Weighted Average
	Warrants	Exercise Price
Balance, June 30, 2019	3,678,109	$	2.85
Issued (note 7(b)(i))	28,000		1.05
Expired	(526,000)		1.80
Balance, December 31, 2019	3,180,109	$	3.15
Balance, June 30, 2020	10,269,216	$	0.44
Issued (notes 3(ii) and 7(b)(ii)(iii))	20,929,994		0.26
Exercised	(93,575)		0.13
Expired	(575,805)		3.00
Balance, December 31, 2020	30,529,830	$	0.27

• 12 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

8. Warrants (continued)

The following table reflects the warrants issued and outstanding as of December 31, 2020:

			Weighted
Number of	Grant Date		Average
Warrants	Fair Value	Exercise	Contractual
Outstanding	Net of Costs($)	Price($)	Life(years)	Expiry Date
245,926	115,365	2.10	0.35	May 7, 2021
41,263	18,562	2.40	0.35	May 7, 2021
28,000	7,140	1.05	0.84	November 1, 2021
574,222	425,447	1.50	1.30	April 19, 2022
7,946,081	928,205	0.285	1.95	December 11,2022
400,000	94,000	0.24	2.61	August 10, 2023
4,803,075	227,751	0.15	4.30	April 20, 2025
50,925 (1)	4,522	0.10	4.30	April 20, 2025
3,900,000	186,617	0.15	4.33	April 29, 2025
10,232,480	1,063,083	0.25	4.60	August 6, 2025
132,701 (2)	34,768	0.23	4.60	August 6, 2025
250,157 (2)	66,041	0.20	4.60	August 6, 2025
625,000	157,500	0.24	4.61	August 10, 2025
1,300,000	534,300	0.22	5.00	December 29,2025
30,529,830	3,863,301	0.27	3.71

(1) Exercisable into one unit comprised of one common share and one warrant, exercisable at $0.15 per share until August 20, 2025.

(2) Exercisable into one unit comprised of one common share and one warrant, exercisable at $0.25 per share until August 20, 2025.

9. Stock options

The following table reflects the continuity of stock options for the periods presented below:

	Number of	Weighted Average	Weighted Average
	Stock Options	Exercise Price
Balance, June 30, 2019	727,093	$	2.70
Granted (note 9(i))	42,000		1.50
Expired	(33,333)		3.00
Balance, December 31, 2019	735,760	$	2.55
Balance, June 30, 2020	1,585,999	$	0.20
Granted (note 9(ii)(iii))	2,402,390		0.36
Expired	(182,724)		0.19
Balance, December 31, 2020	3,805,665	$	0.30

• 13 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

9. Stock options (continued)

(i) On August 18, 2019, the Company granted stock options to consultants of the Company to acquire an aggregate of 42,000 common shares. The stock options may be exercised at a price of $1.50 per share and expire on August 18, 2024. The stock options vested immediately.

A value of $61,740 was estimated for the 42,000 stock options on the date of grant with the following assumptions and inputs: share price of $1.50; exercise price of $1.50; expected dividend yield of 0%; expected volatility of 200% which is based on comparable companies; risk-free interest rate of 1.19%; and an expected average life of five years.

(ii) On August 12, 2020, the Company granted stock options of the Company to officers and directors of the Company to acquire an aggregate of 1,285,000 common shares. The stock options may be exercised at a price of $0.26 per share and expire on August 12, 2025. The stock options vested immediately.

A value of $309,685 was estimated for the 1,285,000 stock options on the date of grant with the following assumptions and inputs: share price of $0.26; exercise price of $0.26; expected dividend yield of 0%; expected volatility of 160% which is based on historical data; risk-free interest rate of 0.41%; and an expected average life of five years.

(iii) On December 31, 2020, the Company granted stock options of the Company to officers, directors and a consultant of the Company to acquire an aggregate of 1,117,390 common shares. The stock options may be exercised at a price of $0.47 per share and expire on December 31, 2025. The stock options vested immediately.

A value of $491,652 was estimated for the 1,117,390 stock options on the date of grant with the following assumptions and inputs: share price of $0.47; exercise price of $0.47; expected dividend yield of 0%; expected volatility of 166% which is based on historical data; risk-free interest rate of 0.39%; and an expected average life of five years.

The following table reflects the stock options issued and outstanding as of December 31, 2020:

		Weighted Average		Number of
		Remaining	Number of	Options	Number of
	Exercise	Contractual	Options	Vested	Options
Expiry Date	Price($)	Life(years)	Outstanding	(exercisable)	Unvested
November 1, 2022	0.29	1.84	280,367	280,367	-
April 22, 2023	0.29	2.31	33,334	33,334	-
May 31, 2023	0.29	2.41	40,000	40,000	-
November 7, 2023	0.29	2.85	6,667	6,667	-
May 7, 2024	0.29	3.35	149,000	149,000	-
August 18, 2024	0.29	3.63	37,000	37,000	-
May 5, 2025	0.14	4.35	856,907	856,907	-
August 12, 2025	0.26	4.62	1,285,000	1,285,000	-
December 31,2025	0.47	5.00	1,117,390	1,117,390	-
	0.30	4.36	3,805,665	3,805,665	-

10. Net loss per common share

The calculation of basic loss per share for the three and six months ended December 31, 2020 was based on the loss attributable to common shareholders of $1,987,728 and $3,502,892, respectively (three and six months ended December 31, 2019 - $306,456 and $1,732,601, respectively) and the weighted average number of common shares outstanding of 30,485,600 and 27,167,447, respectively (three and six months ended December 31, 2019 - 7,800,531 and 7,580,604, respectively). Diluted loss per share for the three and six months ended December 31, 2020 did not include the effect of 30,529,830 warrants (three and six months ended December 31, 2019 - 3,180,109) and 3,805,665 stock options (three and six months ended December 31, 2019 - 735,760) as they are anti-dilutive.

• 14 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

11. General and administrative

		Three	Months Ended	Months Ended		Six	Months Ended	Months Ended
		December 31,				December 31,
		2020		2019		2020		2019
Professional and consulting fees	$	90,622	$	74,502	$	193,497	$	198,322
Investor relations		22,057		39,103		121,626		280,733
Share-based payments		491,652		-		801,337		61,740
Regulatory fees		16,121		14,256		42,255		16,546
Administrative expenses		22,827		10,150		30,260		20,964
	$	643,279	$	138,011	$	1,188,975	$	578,305

12. Exploration and acquisition costs

		Three	Months	Months	Ended		Six	Months Ended	Months Ended
		December			31,		December 31,
		2020			2019		2020		2019
**Bingo **
Reports	$	-	$	-		$	-	$	1,475
Geology		-		-			-		1,875
Field work exploration		-			(907)		-		(907)
	$	-	$		(907)	$	-	$	2,443
Copperhead
Reports	$	-	$	-		$	-	$	1,369
Geology		-		-			-		1,875
Travel and accommodation		-		-			-		3,900
	$	-	$	-		$	-	$	7,144
Golddigger
Staking cost	$	10,609	$	5,260		$	10,609	$	5,260
Transportation		93		35,429			89,167		43,823
Imagery		-		5,335			5,000		5,335
Supplies		-			818		2,020		818
Reports		40,275		14,613			45,027		17,888
Laboratory and analysis		-		4,202			-		4,202
Geology		-		3,750			-		5,625
Field work exploration		21,550		-			81,950		15,325
Travel and accommodation		2,351		-			2,351		1,252
Project management		3,000		2,000			6,000		6,500
Other		15,497			(892)		57,577		6,818
	$	93,375	$	70,515		$	299,701	$	112,846

• 15 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

12. Exploration and acquisition costs (continued)

		Three	Months Ended	Months Ended		Six	Months Ended	Months Ended
		December 31,				December 31,
		2020		2019		2020		2019
Luckystrike
Option payments - cash, shares and warrants	$	1,093,300	$	-	$	1,093,300	$	-
Transportation		70		819		19,123		195,470
Supplies		-		-		-		13,801
Airborne geophysical survey		-		-		-		36,000
Reports		7,050		7,805		7,850		17,598
Laboratory and analysis		34,793		79,203		34,793		79,203
Geology		-		3,750		-		5,625
Field work exploration		15,100		-		15,100		109,175
Travel and accommodation		-		-		-		8,554
Project management		10,500		(8,000)		21,000		26,500
Drilling		-		(10,716)		-		215,623
Other		14,905		18,276		15,905		141,482
	$	1,175,718	$	91,137	$	1,207,071	$	849,031
DSM Syndicate
Staking cost	$	-	$	-	$	-	$	697
Transportation		-		19,853		-		30,938
Supplies		-		-		-		5,521
Reports		-		18,262		-		29,802
Laboratory and analysis		-		13,963		-		14,995
Field work exploration		-		-		-		55,600
Travel and accommodation		-		-		-		6,640
Project management		750		500		1,500		3,500
Other		-		(906)		-		35,602
	$	750	$	51,672	$	1,500	$	183,295
J2 Syndicate
Staking cost	$	-	$	-	$	-	$	103
Transportation		-		19,776		-		27,487
Supplies		-		-		-		291
Reports		-		656		-		1,589
Laboratory and analysis		-		4,002		-		4,002
Field work exploration		-		-		-		25,850
Travel and accommodation		-		-		-		607
Project management		750		500		1,500		3,375
Other		-		(906)		-		20,558
	$	750	$	24,028	$	1,500	$	83,862

• 16 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

12. Exploration and acquisition costs (continued)

		Three	Months	Months	Ended		Six	Months Ended	Months Ended
		December			31,		December 31,
		2020			2019		2020		2019
Nelligan Project
Option payments - cash, shares and warrants	$	6,500	$	-		$	768,750	$	-
Laboratory and analysis		5,923		-			5,923		-
Geology		-		-			8,435		-
Field work exploration		64,775		-			64,775		-
Travel and accommodation		9,250		-			9,250		-
Other		16,380		-			20,757		-
	$	102,828	$	-		$	877,890	$	-
Exploration and acquisition costs	$	1,373,421	$	236,445		$	2,387,662	$	1,238,621

13. Related party transactions

Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Remuneration of key management of the Company was as follows:

		Three	Months	Ended		Six	Months Ended
		December		31,		December 31,
		2020		2019		2020	2019
Consulting fees(1)	$	60,500	$ 58,500		$	119,000	$ 117,000
Share-basedpayments	$	447,652	$ -		$	757,337	$ -

(1) Consulting fees paid to the Chief Executive Officer and Chief Financial Officer for their services.

(2) Included in accounts payable and accrued liabilities are amounts owing to officers of $nil as at December 31, 2020 (June 30, 2020 - $2,337). This balance is unsecured, non-interest bearing and due on demand.

14. Commitments and contingencies

Environmental obligations

The Company's exploration activities are subject to government laws and regulations, including tax laws and laws and regulations governing the protection of the environment. The Company believes that its operations comply in all material respects with all applicable past and present laws and regulations. The Company records provisions for any identified obligations, based on management's estimate at the time. Such estimates are, however, subject to changes in laws and regulations.

Flow-through commitments

The Company is obligated to spend $1,837,600 by December 31, 2021. The flow-through agreements require the Company to renounce certain tax deductions for Canadian exploration expenditures incurred on the Company’s mineral properties to flow-through participants. The Company indemnified the subscribers for certain tax-related amounts that become payable by the subscribers as a result of the Company not meeting its expenditure commitments.

• 17 -

Goliath Resources Limited Notes to Condensed Interim Financial Statements Three and Six Months Ended December 31, 2020 (Expressed in Canadian Dollars)

14. Commitments and contingencies (continued)

Management commitments

The Company is subject to management contracts with certain executive officers that provide for payments under circumstances involving a change of control of Goliath or termination of the officer's services. As at December 31, 2020, these contracts require that additional payments of approximately $540,000 be made upon the occurrence of a change of control. The minimum commitment upon termination of these contracts is approximately $246,000. As a triggering event has not taken place, the contingent payments have not been reflected in these unaudited condensed interim financial statements.

15. Segmented information

The Company operates in a single reportable operating segment, being the acquisition, exploration and evaluation of exploration and evaluation assets in Canada.

16. Subsequent events

(i) Subsequent to December 31, 2020, the Company issued 1,109,645 common shares from the exercise of warrants for gross proceeds of $270,455.

(ii) On January 6, 2021, the Company announced that it has adopted a shareholder rights plan (the “Rights Plan”). The purpose of the Rights Plan is to provide protection for the shareholders and Board of Directors with adequate time to consider and evaluate any unsolicited bid and to provide the Board of Directors with adequate time to identify, develop and negotiate value-enhancing alternatives, if considered appropriate, to any such unsolicited bid.

The Rights Plan has been conditionally accepted by the TSXV and is effective as of December 11, 2020 (the “Effective Date”). At the close of business on the Effective Date, one right (a “Right”) will be issued and attached to each Common Share outstanding at that time. A Right will also be attached to each Common Share issued after the Effective Date. The issuance of the Rights will not change the manner in which shareholders trade their Common Shares. If the Rights Plan is not ratified by shareholders at the upcoming annual and special meeting to be held within the next six months, the Rights Plan and all Rights outstanding at that time will terminate. If the Rights Plan is ratified by shareholders at such meeting, the Rights Plan will be in effect until the termination of the Company’s annual meeting in 2024 unless reapproved by shareholders at that time.

(iii) On February 10, 2021, the Company announced a non-brokered private placement and strategic investment by Mr. Eric Sprott through 2176423 Ontario Ltd. for a total of $2,000,000 representing a 8.5% stake in the Company post financing.

The offering will consist of 4,189,090 units priced at $0.55 for gross proceeds of $2,304,000. Each unit will consist of one common share plus one warrant to purchase an additional common share at $0.86 for a twenty-four month period and subject to an accelerator clause. The Company shall have the right to accelerate the exercise period after the 4 month hold period has expired and its common shares close at or above $1.50 for a period of 20 consecutive trading days. It is anticipated that the close will take place during the first week of March 2021.

• 18 -