Goliath Resources Limited — Management Reports 2020

Nov 25, 2020

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

Overview

This Management’s Discussion and Analysis (“MD&A”) of financial results and related data of Goliath Resources Limited (“Goliath” or the “Company”) is reported in Canadian dollars and has been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. To the extent which may be appropriate, this MD&A should be read in conjunction with the condensed interim financial statements for the three months ended September 30, 2020 and September 30, 2019 and the audited financial statements for the periods ended June 30, 2020 and 2019. Additional information relating to the Company may be accessed through SEDAR at www.sedar.com.

This commentary is as of November 25, 2020. The reader should be aware that historical results are not necessarily indicative of future performance.

Forward-Looking Statements

This MD&A contains forward-looking information which may include, but is not limited to, statements with respect to the future financial or operating performance of the Company, future plans and objectives, competitive positioning, requirements for additional capital, government regulation of operations, environmental risks and the timing and possible outcome of litigation and regulatory matters. All statements other than statements of historical fact, included in this MD&A that address activities, events or developments that the Company expects or anticipates may occur in the future are forward-looking statements. Often, but not always, forward-looking statements can be identified by use of forward-looking words such as “may”, “could”, “would”, “might”, “will”, “expect”, “intend”, “plan”, “budget”, “scheduled”, “estimate”, “anticipate”, “believe”, “forecast”, “future” or “continue” or the negative thereof or similar variations. Forward-looking statements are based on certain assumptions and analyses made by the Company, in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances.

Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Readers are cautioned not to put undue reliance on such forwardlooking statements, which are not a guarantee of performance and are subject to a number of uncertainties and known and unknown risks, many of which are outside the control of the Company, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Important factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other things, general business, economic, competitive, political and social uncertainties, the actual results of current operations, industry conditions, research and development activities, intellectual property and other proprietary rights, production risks, liabilities inherent in the mining industry, accidents, labour disputes, delays in obtaining regulatory approvals or financing and general market factors, including interest rates, currency exchange rates, equity markets, business competition, changes in government regulations. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking statements, there may be other factors that cause results to differ from those anticipated. Forward-looking statements contained in this MD&A are made as of the date hereof and the Company disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events, results or otherwise, except as required by applicable securities laws.

Business Background

Goliath Resources Limited (“Goliath” or the “Company”) was incorporated under the Ontario Business Corporations Act on February 16, 2017. The Company is currently engaged in the acquisition, and exploration of mineral properties in British Columbia. The head office and principal address of the Company is 25 Adelaide Street East, Suite 1614, Toronto, Ontario M5C 3A1.

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

Option Agreements

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 and April 14, 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.

Bingo (c) Copperhead (c) Golddigger Luckystrike Total Effective date Cash payments April 20, 2017 (paid)	- 2 - Common shares Warrants to purchase option to purchase option (issued) (issued) 200,000 200,000 60,000 60,000 200,000 200,000 200,000 200,000 660,000 660,000 March 30, March 30, March 30, March 30, 2020 2021 2022 2023 Total (paid) - $ - $ - $ - $ 75,000 - - - - 75,000 112,500 168,750 253,125 379,688 989,063 112,500 168,750 253,125 379,688 989,063 225,000 $ 337,500 $ 506,250 $ 759,376 $ 2,128,126 December 31, December 31, December 31, December 31, 2018 2019 2020 2021 Total (met) (met) 122,430 $ - $ - $ - $ 192,390 108,778 - - - 170,937
Bingo (c) $ 75,000 $ Copperhead (c) 75,000 Golddigger 75,000 Luckystrike 75,000
Total $ 300,000 $
Exploration December 15, expenses 2017 (met)
Bingo (c) $ 69,960 $ Copperhead (c) 62,159

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

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
Luckystrike properties		-	-	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:

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

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

(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:

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

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 see note 10(b)(vi)), to be spent on the Golddigger property.

Goliath will commit to deposit a total of $800,000 to be spent 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 shall be applied against certain cash property payments required under the Options.

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 and 2019.

Properties

Lucky Strike Property

The property is 31,511 hectares located in the Ominica and Skeena Mining Divisions in British Columbia. It has logging road access, is only 3 km to a major highway & power, and 40 kilometres north by Highway of major infrastructure in Terrace, BC.

Goliath discovered a large Au-Cu-Mo porphyry system in the latter part of 2018. The Lorne Creek Au-Cu-Mo Porphyry had its inaugural exploratory drilling program in August 2019 to test the mineralization to depth. Three holes were drilled for a total of 1741 metres and drill hole LS-19-01 intersected 20.7 meters of 0.39 g/t AuEq, including 3.7m of 1.18 g/t AuEq near surface and Drill hole LS-19-02 intersected 45m of 0.14 g/t Au, 1.35 g/t Ag and 0.05% Cu near surface. The drilling suggest that all three holes intersected a pyritic alteration zone in the porphyry system adjacent to the ore zone (see Lowell & Guilbert, 1970); system remains open. Lorne Creek Au-Cu-Mo Highlights include:

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

• Discovery, mapping and collection of all samples done by an independent porphyry expert who specializes in the area;

• It is located at the headwaters of the most prolific placer creek in the entire district with a calculated historical production of 13,271 troy ounces of placer gold;

• The Lorne Creek Au-Cu-Mo Porphyry is defined by a large 1200 by 700 metre alteration system at surface, that is reflected by a quartz-sericite-pyrite (QSP) core and coincident with Au-Cu-Mo chalcopyrite stockwork with typical porphyry system grades;

• The porphyry centre outcrops are exposed at surface and is where the samples were taken from in situ bedrock;

• There are historic polymetallic porphyry veins in Lorne Creek itself; and

• The Lorne Creek Au-Cu-Mo Porphyry is unique, as it is located within a larger known porphyry belt this primarily only Cu-Mo.

Gold Source Breccia Discovery

• The quartz breccia at the Gold Source Zone occurs as a structural corridor, outcropping locally along strike for 1500 metres by 200 metres wide and remains open. It is located at the SE corner of the Lucky Strike Property and has no historical drilling as a new discovery by Goliath.

• Assay highlights include:

• 2017 Grab – Talus 96.80 g/t Au and 78.10 g/t Ag

• 2018 Grab – Talus 44.40 g/t Au and 39.30 g/t Ag

• 2018 Chip – Over 2 metres 22.30 g/t Au and 261.0 g/t Ag

The Gold Source Zone is an epithermal, milky quartz hydrothermal breccia and sheeted vein corridor that extends more than 1500 metres along an E-W trend. The corridor is over 200 metres wide and remains open. The trend is highly oxidized with primary sulphide contents ranging typically between 1-5% that are now represented by limonitic voids and boxworks. A total of 4.45 metres of channel sampling was completed; in addition, 13 chips samples and 28 grab samples were taken.

Hazelton and Quock Formation rocks were mapped at the Kingpin Zone along the far southern part of the property confirming the area has good potential for Eskay Creek style mineralization.

Target Minerals:

The economic target at Lucky Strike is gold, copper and molybdenum within a porphyry system and associated skarn polymetallic veins and gold, silver, copper, lead and zinc within the hydrothermal breccia zone.

Geology Description:

The Lucky Strike property is underlain by Upper Jurassic siliciclastic sedimentary rocks of the Bowser Lake group, locally intruded by Late Cretaceous granite to tonalite stocks. Structurally, the Lucky Strike property resides with the Skeena Arch, a major transverse paleogeographic high in central Stikinia, associated with Eocene plutonism. In arc terranes, transverse structures are considered preferential hosts for porphyry intrusions and mineralization.

Historic Placer Mining

The Lorne Creek Porphyry drill target at the Lucky Strike Property is situated at the headwaters of the most prolific placer creek in the entire district; Lauren Creek drains eastward. Placer gold was recovered from Lorne which had a calculated production of 13,271 troy ounces reported from the period of 1886 to 1940. The source of the placer gold is believed to be attributed to erosion of local auriferous quartz veins in the surrounding bedrock including sedimentary rocks and granodiorite intrusions (see NI 43-101 filed on Sedar).

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

Future Exploration & Drilling Recommended:

The focus and recommendations for the 2021 exploration program at the Lorne Creek Au-Cu-Mo Porphyry will be determined in calendar Q1 2021.

Goliath’s multi-year permit has been amended to include extensive diamond drilling at both the Lorne Creek Porphyry and Gold Source discoveries.

Copperhead Property

Effective March 3, 2020, the Company terminated its property option agreement to acquire the Copperhead Property.

Bingo Property

Effective March 3, 2020, the Company terminated its property option agreement to acquire the Bingo Property.

Golddigger Property

The Golddigger property covers 17,290 hectares and is located on tide water 30 kilometers south east of Stewart BC in the Golden Triangle and only 7km West of the Dolly Varden Mine access road providing for cost effective exploration.

The newly discovered Surebet Zone is located ~8 kilometers S.W. of Auryn Resources’ Homestake Ridge property which is a highgrade gold-silver deposit that contains 982,700 oz of gold @ 4.99 g/t gold and 19,600,000 oz of silver @ 97.7 g/t silver, with drill intercepts of up to 73 meters of 21 g/t gold and 12 g/t silver (source – Auryn Resources’ PEA & Website).

The Surebet Zone is characterized by a series of NW-SE trending faults that occurs within a package of highly folded and faulted Hazelton group sediments. Lidar imagery, drone imagery, and field observations have identified several additional paralleling faults within close proximity to the newly discovered Surebet Zone. Geochemical analyses confirmed high-grade gold-silver polymetallic mineralization within these structures that will be followed up on in late August and early September 2020.

Mineralization within the Surebet Zone consists of structurally controlled zones of massive sulphide containing Galena, Sphalerite and Pyrite. These lenses occur within broad alteration halos of silica flooded sediments which also contain polymetallic mineralization.

The Surebet Zone is on the eastern side of the Golddigger property and is underlain by coarse clastic sedimentary rocks of the Stuhini Group that are unconformably overlain by inter-fingered volcanics as well as sedimentary rocks of the Hazelton Group. This contact is known as the ‘Red Line’ and thought to be a key marker in the Golden Triangle when exploring for significant mineralizing systems. The Surebet Zone is located within the Hazelton group sedimentary rocks.

The Golddigger property lies within the Stikine Volcanic Arc, including the Eskay Rift and Red Line. Structurally controlled, gold and silver bearing mineralization in these stratabound horizons is preferentially delineated in a NW-SE orientation. Target Minerals:

The economic target at Golddigger is gold and silver associated with quartz veins in intrusive rocks.

Geology Description:

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

The Golddigger Property is underlain mainly by Eocene age granitic rocks of the Coast Plutonic Complex. Jurassic age andesitic volcanics and sediments of the Hazelton Group occur on the east side of the property. Polymetallic quartz veins in silicified granitic rocks occur widely on the property.

2020 Results

Multiple high-grade polymetallic gold-silver targets have been identified along 1 kilometer (1000 meters) of strike, a half a kilometer (500 meters) of vertical relief which has an average true width of 9.33 meters assaying 10.66 gpt gold equivalent (AuEq) and 7.58 grams per tonne gold (gpt Au) based on channel samples taken and remains open. It also has 1 kilometer (1000 meters) of inferred down dip that ends in a 40.75 gpt equivalent (AuEq) grab sample that was taken from bedrock. The high-grade polymetallic gold-silver mineralization is contained within a broad alteration halo of strongly silicified Hazelton Group sediments up to 43.5 meters wide containing mineralization assaying less than 0.5 gpt AuEq.

Future Exploration & Recommendations:

Lidar imagery, drone imagery, and field observations have identified several additional paralleling faults within close proximity to the newly discovered Surebet Zone. Geochemical analyses confirmed high-grade gold-silver polymetallic mineralization within these structures that werefollowed up on in August and September 2020. A series of extensive channel cuts were taken to test the dissemination of mineralization with the goal of delineating bedrock drill ready targets for 2021. These drill ready targets are contained within a shear zone that is exposed at surface for 1 kilometer (1000 meters) where 10 are planned to be tested in the inaugural 2021 drill program.

DSM Syndicate

The Company purchased a 10% interest in the DSM Syndicate in 2017. This private company was formed to pool geological knowledge and expertise relating to certain properties identified in an area in northwestern British Columbia. It has staked a total of six properties and is marketing these properties with the intention to option or sell the interests. This would provide Goliath with 10% of all cash and/or shares when any transactions are completed. To date, Goliath has received a total of $25,000 in cash, 250,000 shares and 250,000 warrants in Juggernaut Exploration Ltd. from them optioning the Goldstandard property.

The properties are:

• Goldcrest

• Goldstandard

• Goldstar

• Money

• Newstrike

• Skyhigh

Nelligan Project – Quebec (Acquisition completed August 10, 2020)

Goliath completed the acquisition of six (6) significant mineral claim blocks (the “Claims”) totalling 391 mineral claims for 340km2, now under Goliath’s Nelligan East Project and Nelligan West Project (the “Nelligan Projects” or the “Projects”) (see news July 9, 2020) . The Projects are located in the northeastern Chibougamau-Chapais Mining Camp of the Abitibi Greenstone Belt. The Region is known for its historic gold and copper production, and has recently seen an increase in mineral explorati on following the discovery of new gold mineralization, such as IAMGOLD/TomaGold with the Monster Lake (1.11 million tonnes grading 12.14 g/t gold for 433,000 ounces of gold; IAMGOLD, 2018) and IAMGOLD/Vanstar with the Nelligan gold deposits.

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

Over 200M ounces of gold has been extracted from the Abitibi Greenstone Belt. Goliath’s Nelligan Project (East and West Claim Blocks) is predicated on the easterly and westerly extensions of the prospective gold-bearing Guercheville Deformation Zone and its subsidiary faults located at the south end of the Chapais-Chibougamau Mining Camp. The Break hosts a number of gold deposits and occurrences as well as one past producing mine.

Target Minerals:

The economic target at Nelligan is gold and silver.

Geology Description:

The Camp hosts east-west trending mafic volcanics or basalts, felsic volcanics or pyroclastics and volcaniclastics, sedimentary rocks and major intrusive complexes, all intruded by gabbro sills and dykes. The sedimentary rocks and gabbros hosts the Nelligan-style of mineralization (the “Nelligan Trend”). Major faults intersect all rock types and consists of four (4) groups based on their direction: east-west, southeast, northeast and north-northeast trending faults. The east-west and northeast-southwest trending Break cuts the Nelligan Project. The Break is similar to the Larder-Cadillac and Destor-Porcupine Deformation Zone where most of the gold mineralization occurs in the southern portion of the Abitibi Greenstone Belt. The Break reaches up to 1 km wide and is characterized by shearing and carbonate-sericite-rich alteration.

Future Exploration & Recommendations:

The Stage 1 Program follows an initial digital compilation and synthesis of all the historic work on the Nelligan Project and will now be followed up with field reconnaissance work that will consist of prospecting, geological mapping, rock sampling and analysis. The six (6) claim blocks forming the Projects will be covered by an airborne magnetic and EM survey to complement earlier government and company airborne surveys done in the area. The geophysical surveys will be merged into a single database along with any ground geophysical surveys, especially IP, and the prospecting data for eventual drill target identification.

Additional Disclosure for Venture Issuers Without Significant Revenue

During the quarter ended September 30, 2020 and 2019, the Company incurred the following exploration and evaluation expenditures:

	2020	2019
Option payments	762,250	nil
Transportation	108,127	221,841
Field work exploration	60,400	205,950
Supplies	2,020	19,613
Airborne geophysical survey	5,000	36,000
Staking Cost	nil	800
Laboratory and analysis	nil	1,032
Reports	5,552	28,385
Travel and accommodation	nil	20,953
General exploration expenses	47,456	188,888
Geology	8,435	7,500
Project management	15,000	44,875
Drilling	nil	226,339

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

Results of Operations		$1,014,239 $1,002,176
		30-Jun 2020 2,486 26 311 0 612 311 (0.26) 9,429,559
Key Financial Data and ComparativeFigures($ 000's)
	30-Sep	30-Jun
	2020	2020
NetLoss	1,515	2,486
Balance Sheet
Cash	1,864	26
Working capital(deficit)	1,892	311
Capitalassets	0	0
Totalassets	2,144	612
Shareholders'equity (deficiency)	1,892	311
Basicloss pershare	(0.06)	(0.26)
Weighted average number of shares
outstanding - basic and diluted (000's)	23,849,294	9,429,559

2021		2020	2020			2019
Q1	Q4	Q3	Q2	Q1	Q4	Q3	Q2
(1515)	(550)	(204)	(306)	(1426)	(532)	(213)	(635)
(0.06)	(0.04)	(0.03)	(0.04)	(0.19)	(0.07)	(0.03)	(0.10)

Goliath did not have any revenue for the three months ended September 30, 2020.

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

Expenses

Expenses for the quarter ended September 30, 2020 were $1,515,164 (2019 - $1,442,470) and included the following categories:, exploration and evaluation expenditures of $1,014,241, consulting and professional fees, administration expenses, investor relations and regulatory fees, totalling $545,696.

Loss

Goliath had a net loss of $1,515,164 or $0.06 per common share for the quarter ended September 30, 2020, compared to a loss of $1,426,470 for the period ended September 30, 2019.

Liquidity

Goliath has financed its operations by the issuance of common shares. The Company presently has no debt or other operating credit facilities. Goliath had working capital of $1,892,418 and cash of $1,864,353 as at September 30, 2020. Further financing will be required for working capital and exploration expenditures.

Capital Resources

Goliath has no sources of revenue. The availability of equity capital, and the price at which additional equity could be issued, will be dependent upon the success of Goliath’s exploration activities, and upon the state of the capital markets generally. Additional financing may not be available on terms favourable to Goliath or at all.

Off-Balance Sheet Arrangements

Goliath does not have any off-balance sheet arrangements.

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:

Consulting fees(1) $ Share‑based payments $	Quarter ended Sep 30, 2020 2019 58,500 $ 58,500 309,685 $ nil

(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 September 30, 2020 (June 30, 2020 ‑ ‑ $2,337). This balance is unsecured, non interest bearing and due on demand.

Commitments and Contingencies

Environmental obligations

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

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 $924,195 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 any related tax amounts that become payable by the subscribers as a result of the Company not meeting its expenditure commitments.

Forward Looking Information (additional disclosure)

The following information provides further clarification with respect to the Company’s forward-looking information.

Forward-lookingstatements	Assumptions	Risk factors
Potential of the Company’s properties to contain gold deposits	Financing will be available for future exploration and development of the Company’s properties; the actual results of the Company’s exploration and development activities will be favourable; operating, exploration and development costs will not exceed the Company’s expectations; the Company will be able to retain and attract skilled staff; all requisite regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to the Company, and applicable political and economic conditions are favourable to the Company; the price of gold and applicable interest and exchange rates will be favourable to the Company; no title disputes exist with respect to the Company’sproperties	Gold price volatility; uncertainties involved in interpreting geological data and confirming title to acquired properties; the possibility that future exploration results will not be consistent with the Company’s expectations; availability of financing for and actual results of the Company’s exploration and development activities; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic and political conditions; the Company’s ability to retain and attract skilled staff
The Company’s ability to meet its working capital needs at the current level for the twelve-month period ending September 30, 2021 The Company expects to incur further losses in the development of its business Should the Company not raise sufficient capital,it maycease to be a reporting	The operating and exploration activities of the Company for the twelve-month period ending September 30, 2021, and the costs associated therewith, will be consistent with the Company’s current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions are favourable to the Company	Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic conditions

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

issuer
The Company’s ability to carry out anticipated exploration on its property interests	The exploration activities of the Company for the twelve-month period ending September 30, 2021, and the costs associated therewith, will be consistent with the Company’s current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions are favourable to the Company	Changes in debt and equity markets; timing and availability of external financing on acceptable terms; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic conditions; receipt of applicable permits
Plans, costs, timing and capital for future exploration and development of the Company’s property interests, including the costs and potential impact of complying with existing and proposed laws and regulations	Financing will be available for the Company’s exploration and development activities and the results thereof will be favourable; actual operating and exploration costs will be consistent with the Company’s current expectations; the Company will be able to retain and attract skilled staff; all applicable regulatory and governmental approvals for exploration projects and other operations will be received on a timely basis upon terms acceptable to the Company; the Company will not be adversely affected by market competition; debt and equity markets, exchange and interest rates and other applicable economic and political conditions are favourable to the Company; the price of gold will be favourable to the Company; no title disputes exist with respect to the Company’s properties	Gold price volatility, changes in debt and equity markets; timing and availability of external financing on acceptable terms; the uncertainties involved in interpreting geological data and confirming title to acquired properties; the possibility that future exploration results will not be consistent with the Company’s expectations; increases in costs; environmental compliance and changes in environmental and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic and political conditions; the Company’s ability to retain and attract skilled staff
Management’s outlook regarding future trends	Financing will be available for the Company’s exploration and operating activities; the price of gold will be favourable to the Company	Gold price volatility; changes in debt and equity markets; interest rate and exchange rate fluctuations; changes in economic and political conditions
Prices and price volatility for gold	The price of gold will be favourable; debt and equity markets, interest and exchange rates and other economic factors which may impact the price of gold will be favourable	Changes in debt and equity markets and the price of diamonds; interest rate and exchange rate fluctuations; changes in economic and political conditions

Significant Accounting Policies

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IE MANAGEMENT’S DISCUSSION & ANALYSIS September 30, 2020

For a complete listing of the Companies significant accounting policies please refer to the Companies MD&A for the year ended June 30, 2020.

Risk Factors relating to Goliath

Goliath’s common shares should be considered highly speculative due to the nature of Goliath’s business and the present stage of its development. For a more complete listing of the risk factors relating to Goliath, please refer to the Companies MD&A for the year ended June 30, 2020.

Share Capital

As at the date of this MD&A, there are 28,710,998 common shares outstanding, 17,543,241 warrants outstanding at an exercise price of between $0.15 and $3.00 per share and 2,870,999 stock options outstanding at an exercise price of between $0.14 and $0.29 per share.

Trends

Goliath is not aware of any trend, commitment, event or uncertainty that is reasonably expected to have a material effect on Goliath’s business, financial condition or results of operations as of the date of this MD&A, except as otherwise disclosed herein or except in the ordinary course of business.

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