Goliath Resources Limited — Management Reports 2021

Oct 27, 2021

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

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 audited financial statements for the periods ended June 30, 2021 and June 30, 2020. Additional information relating to the Company may be accessed through SEDAR at www.sedar.com.

This commentary is as of October 26, 2021. 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 82 Richmond Street East, Toronto, Ontario M5C 1P1.

Option Agreements

• 1 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

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)	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) (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) (met) 122,430 $ - $ - $ - $ 192,390 108,778 - - - 170,937 545,972 - 200,000 400,000 1,457,853 545,972 - - 400,000 1,257,853
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 Golddigger 311,881 Luckystrike 311,881 Among Golddigger and

• 2 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

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: 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.

• 3 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

Goliath will commit to deposit a total of $800,000 to be spent on or before June 30, 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.

(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.

Properties

Golddigger Property

The Golddigger property covers 23,858.51 hectares (59,646 acres) 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 Fury Gold Mines’ Homestake Ridge property which is a highgrade gold-silver deposit The Homestake Ridge Deposit (Fury Resources Inc.). The Dolly Varden Silver Mine (Dolly Varden Silver Corp.), and the Kinskuch Project (Hecla Mining Company) are also close proximity.

• 4 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

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 were followed up on in August and September 2020.

Mineralization within the Surebet Zone consists of structurally controlled zones of massive sulphide containing Galena, Sphalerite, Pyrite and Pyrrhotite . 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 within intrusive rocks.

Geology Description:

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 & 2021 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 7.58 grams per tonne gold (g/t Au) based on channel samples taken and remains open. It also has 1 kilometer (1000 meters) of inferred down dip that ends in a high-grade goldsilver 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 mineralized up to 43.5 meters wide.

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 were followed 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 14 more targets were planned to be tested in the 2021 maiden drill program.

A 5,332 meter maiden drill campaign was completed in September 2021. All 24 holes intercepted significant widths of quartz-sulphides veining of the Surebet Zone as well extending the known system over 1,000 meters down dip to the west. This confirms the robust nature of this gold-silver system that remains open both along strike and to depth. Diamond drill holes GD21-001 to GD21-003 have been assayed and reported on August 30, 2021. GD21-003 intercepted 4.46 g/t and 122.13 g/t silver over a 35.72 interval (true width

• 5 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

to be determined). Assays for the first three drill holes confirm a large gold-silver envelope surrounding the high-grade quartz-sulphide vein system; results are still pending from 21 holes.

Once the assays are received, interpreted and announced, the Company will determine the best course of action for its 2022 exploration program.

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:

• 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:

• 6 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

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).

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 Q2 2022.

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.

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, 437,500 shares and 437,500 warrants in Juggernaut Exploration Ltd. from them optioning the Goldstandard and Goldstar property.

The properties are:

• Goldcrest

• Goldstandard (Drilled by Juggernaut Resources Ltd. in 2021)

• Goldstar (Drilled by Juggernaut Resources Ltd. in 2021)

• Money

• 7 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

• 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 exploration 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.

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 may 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 year ended June 30, 2021 and 2020 the Company incurred the following exploration and evaluation expenditures:

		2021	2020
Option payments		2,022,580	390,000
Transportation		124,171	298,362
Field work exploration		481,954	206,733
Supplies		57,120	20,930
	- 8 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

Airborne geophysical survey	308,148	41,335
Staking Cost	10,609	6,061
Laboratory and analysis	72,799	100,681
Reports	104,642	105,134
Travel and accommodation	81,992	20,953
General exploration expenses	234,642	108,315
Geology	121,133	15,000
Project management	92,070	69,875
Drilling	79,275	215,065
Propertyoption receipts	(161,625)
	$3,629,510	$1,599,002

Results of Operations

Results of Operations
Key Financial Data and Comparative Figures($ 000's)
	30-Jun	30-Jun
	2021	2020
NetLoss	5,808	2,486
Balance Sheet
Cash	5,025	26
Working capital(deficit)	5,467	311
Capitalassets	0	0
Totalassets	5,927	612
Shareholders'equity (deficiency)	5,467	311
Basicloss pershare	0.16	0.26
Weighted averagenumberofshares
outstanding - basic and diluted (000's)	35,547,906	9,429,559

	2021	2021			2020	2020
Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
			- 9	-

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

Net income (loss)	(1479)	(826)	(1988)	(1515)	(550)	(204)	(306)	(1426)
Basic income (loss) per share	(0.04)	(0.02)	(0.07)	(0.06)	(0.04)	(0.03)	(0.04)	(0.19)

Goliath did not have any revenue for the year ended June 30, 2021

Expenses

Expenses for the year ended June 30, 2021 were $6,108,834 (2020 - $2,593,380) and included the following categories:, exploration and evaluation expenditures of $3,629,510 (2020 - $1,599,002), consulting and professional fees, administration expenses, investor relations and regulatory fees, totalling $2,479,324 (2020 - $1,218,667).

Loss

Goliath had a net loss of $5,808,027 or $0.16 per common share for the year ended June 30, 2021, compared to a loss of $2,486,800 for the year ended June 30, 2020.

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 $5,467,417 and cash of $5,025,438 as at June 30, 2021. Further financing will be required for working capital and exploration expenditures.

Quarterly Results

Goliath did not have any revenue for the three months ended June 30, 2021.

Expenses

Expenses for the quarter ended June 30, 2021 were $1,479,440 (2020 - $550,273) and included the following categories:, exploration and evaluation expenditures of $1,108,447, consulting and professional fees, administration expenses, investor relations and regulatory fees, totalling $491,805. An unrealized loss on investments of $134,313 was also recorded.

Loss

Goliath had a net loss of $1,479,440 or $0.04 per common share for the quarter ended June 30, 2021, compared to a loss of $550,273 for the period ended June 30, 2020.

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.

• 10 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

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:

			Years Ended
			June 30,
		2021	2020
Consulting fees(1)	$	242,000	$ 234,000
Share‑based payments	$	1,515,092	$ 129,707

(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 June 30, 2021 (June 30, 2020 ‑ ‑

• $2,337). This balance is unsecured, non interest bearing and due on demand.

• (3) Included in prepaid expenses is an amount of $60,627 as at June 30, 2021 (June 30, 2020 ‑ $nil) which was advanced to a company controlled by an officer of Goliath.

• (4) An officer and a director purchased 204,000 non-flow through units for gross proceeds of $38,760 during the year ended June 30, 2021.

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 $1,863,000 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.

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 June 30, 2021, 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. In addition, these management contracts provide for bonuses in the

• 11 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

aggregate of $900,000 at the time the market capitalization of the Company reaches and exceeds $50 million for a period of at least 10 days, and further bonuses in the aggregate of $1.8 million once the market capitalization of the Company reaches and exceeds $100 million for a period of at least 10 days.

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 June 30, 2022. The Company expects to incur further losses in the development of its business Should the Company not raise sufficient capital, it may cease to be a reporting issuer	The operating and exploration activities of the Company for the twelve-month period ending June 30, 2022 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
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 June 30, 2022, 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	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 applicablepermits

• 12 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

	conditions are favourable to the Company
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

• a) Statement of compliance

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board (“IASB”) and Interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). The accounting policies set out below have been applied consistently to the period presented in these financial statements unless otherwise noted below.

• 13 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

(b) Basis of presentation

These financial statements have been prepared on a historical cost basis except for financial instruments classified as fair value through profit or loss ("FVTPL"). In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

In the preparation of these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the period. Actual results could differ from these estimates. Of particular significance are the estimates and assumptions used in the recognition and measurement of items included in note 2(r).

(c) Functional and presentation currency

The Company’s presentation and functional currency is the Canadian dollar. The Company does not have any foreign operations. Transactions in currencies other than the functional currency are recorded at the rates of exchange prevailing on the dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are ‑ translated at the rates prevailing at that date. Non monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Foreign exchange gains and losses resulting from the settlement of such transactions and from the re ‑ measurement of monetary items at period end exchange rates are recognized in the statements of loss.

(d) Financial instruments

Under IFRS 9 Financial Instruments ("IFRS 9"), financial assets are classified and measured based on the business model in which they are held and the characteristics of their contractual cash flows. IFRS 9 contains the primary measurement categories for financial assets: measured at amortized cost, fair value through other comprehensive income ("FVTOCI") and fair value through profit and loss ("FVTPL").

Below is a summary showing the classification of the Company's financial instruments under IFRS 9:

Classification	IFRS 9
Cash	Amortized cost
Amounts receivable and deposits	Amortized cost
Investments	FVTPL
Accounts payable and accrued liabilities	Amortized cost

Financial assets

Financial assets are classified as either financial assets at FVTPL, amortized cost, or FVTOCI. The Company determines the classification of its financial assets at initial recognition.

Financial assets recorded at FVTPL

Financial assets are classified as FVTPL if they do not meet the criteria of amortized cost or FVTOCI. Gains or losses on these items are recognized in profit or loss.

The Company's investments are classified as financial assets and measured at FVTPL.

• 14 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

Amortized cost

Financial assets are classified as measured at amortized cost if both of the following criteria are met and the financial assets are not designated as at fair value through profit and loss: 1) the object of the Company’s business model for these financial assets is to collect their contractual cash flows; and 2) the asset’s contractual cash flows represent "solely payments of principal and interest".

The Company’s cash and receivables and deposits are classified as financial assets and measured at amortized cost.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or at amortized cost. The Company determines the classification of its financial liabilities at initial recognition.

Amortized cost

Financial liabilities are classified as measured at amortized cost unless they fall into one of the following categories: financial liabilities at FVTPL, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition, financial guarantee ‑ contracts, commitments to provide a loan at a below market interest rate, or contingent consideration recognized by an acquirer in a business combination.

The Company’s accounts payable and accrued liabilities do not fall into any of the exemptions and are therefore classified as measured at amortized cost.

Transaction costs

Transaction costs associated with financial instruments, carried at FVTPL, are expensed as incurred, while transaction costs associated with all other financial instruments are included in the initial carrying amount of the asset or the liability.

Subsequent measurement

Instruments classified as FVTPL are measured at fair value with unrealized gains and losses recognized in profit or loss. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method. Instruments classified as FVTOCI are measured at fair value with unrealized gains and losses recognized in other comprehensive income.

Derecognition

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled, or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, ‑ including any non cash assets transferred or liabilities assumed, is recognized in profit or loss.

Expected credit loss impairment model

IFRS 9 introduced a single expected credit loss impairment model, which is based on changes in credit quality since initial application. The adoption of the expected credit loss impairment model had no impact on the Company’s financial statements.

• 15 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full or when the financial asset is more than 90 days past due.

The carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write ‑ off.

(e) Impairment of non ‑ financial assets

At the end of each reporting period, the Company reviews the carrying amounts of its non ‑ financial assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. Where such an indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The recoverable amount is the higher of an asset’s fair value less cost to sell or its value in use. In addition, long lived assets that are not amortized are subject to an annual impairment assessment.

(f) Cash

Cash in the statement of financial position consist of cash on hand and balances with banks, including cash held in trust.

(g) Exploration and evaluation expenditures

The Company expenses exploration and evaluation expenditures as incurred. Exploration and evaluation expenditures include acquisition costs of exploration properties, property option payments and evaluation activity.

Once a project has been established as commercially viable and technically feasible, related development expenditures are capitalized. This includes costs incurred in preparing the site for mining operations. Capitalization ceases when the mine is capable of commercial production, with the exception of development costs that give rise to a future benefit.

(h) Investments

The Company carries its investments at fair value as financial assets at FVTPL. When a financial instrument is initially recognized, its fair value is generally the value of consideration paid or received. Subsequent to initial recognition, for the fair value of an investment quoted on an active market, the fair value is generally the bid price on the principal exchange on which the investment is traded.

In the absence of an active market, the fair value is determined by management using the appropriate valuation methodologies after considering the history and nature of the business, operating results and financial conditions, the general economic, industry and market conditions, capital market and transaction market conditions, contractual rights relating to the investment, public market comparables, private company transactions multiples and, where applicable, other pertinent considerations. The process of valuing investments for which no active market exists is inevitably based on inherent uncertainties and the resulting values may differ from values that would have been used had an active market existed.

(i) Share capital

The Company records proceeds from share and warrant issuances net of issue costs and any tax effects, to equity.

• (j) Flow ‑ through shares

• 16 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

‑ The Company has financed a portion of its exploration activities through the issue of flow through shares, which offer a tax incentive to Canadian investors by transferring the tax deductibility of exploration expenditures from the Company to the investors.

‑ The Company has adopted a policy whereby flow through proceeds are allocated between the offering of the common shares and the sale of tax benefits when the common shares are offered. The allocation is made based on the difference between the quoted price of ‑ the common shares and the amount the investor pays for the flow through shares. A liability is recognized for the premium paid by the investors. Upon eligible expenditures being incurred, the Company derecognizes the liability and recognizes a premium on flow ‑ through shares to the statement of loss and comprehensive loss.

‑ Resource expenditure deductions for income tax purposes related to exploration and evaluation activities funded by flow through share arrangements are renounced to investors in accordance with income tax legislation. The Company has indemnified the subscribers of flow ‑ through share offerings against tax related amounts that became payable by the shareholder as a result of the Company not meeting its commitments.

(k) Share ‑ based payments

Equity ‑ settled share ‑ based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity settled share ‑ based transactions are set out in the stock option note.

‑ The fair value is measured at the grant date and each tranche is recognized on a graded vesting basis over the period in which options vest. At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognized in the statement of operations such that the cumulative ‑ expense reflects the revised estimate, with a corresponding adjustment to the share based payments reserve.

Equity ‑ settled share ‑ based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. Unexercised expired stock options and warrants are transferred to deficit.

(l) Provisions

A provision is recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre ‑ tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The Company had no material provisions at June 30, 2020 and 2019.

(m) Loss per share

Basic loss per share is calculated by dividing the loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. For the period presented, the loss attributed to common shareholders equals the reported loss attributable to owners of the Company. The weighted average number of common shares outstanding for the calculation of diluted loss per share assumes that the net proceeds received on the exercise of dilutive warrants and stock options are used to repurchase common shares at the average market price during the period. The diluted loss per share calculation excludes any potential conversion of warrants and stock options that would decrease loss per share or increase earnings per share.

• 17 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

(n) Income taxes

Tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(o) Leases (“IFRS 16”)

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

• the contract involves the use of an identified asset – this may be specified explicitly or implicitly and should be physically distinct or represent substantially all the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified;

• the Company has the right to obtain substantially all the economic benefits from use of the asset throughout the period of use; and

• the Company has the right to direct the use of the asset. The Company has this right when it has the decision ‑ making rights that are most relevant to changing how and for what purpose the asset is used.

The Company recognizes a right ‑ of ‑ use asset and a lease liability at the lease commencement date. The right ‑ of ‑ use asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment losses and adjusted for certain re ‑ measurements of the lease liability. The cost of the right ‑ of ‑ use asset includes the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date, less any lease incentives received, any initial direct costs; and if applicable, an estimate of costs to be incurred by the Company in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. The incremental borrowing rate reflects the rate of interest that the lessee would have to pay to borrow the funds

• 18 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Generally, the Company uses its incremental borrowing rate as the discount rate.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The Company does not recognize right ‑ of ‑ use assets and lease liabilities for leases of low ‑ value assets and leases with lease terms that are less than 12 months. Lease payments associated with these leases are instead recognized as an expense over the lease term ‑ on either a straight line basis, or another systematic basis if more representative of the pattern of benefit.

The Company has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right ‑ of ‑ use assets recognized.

(p) Restoration, rehabilitation and environmental obligations

A legal or constructive obligation to incur restoration, rehabilitation and environmental costs may arise when environmental disturbance is caused by the exploration, development or ongoing production of an exploration property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for, as soon as the obligation to incur such costs arises. Discount rates using a pretax rate that reflects the time value of money are used to calculate the net present value. These costs are charged against profit or loss over the economic life of the related asset, through amortization using either a unit ‑ of ‑ production or the straight ‑ line method as appropriate. The related liability is adjusted for each period for the ‑ unwinding of the discount rate and for changes to the current market based discount rate, amount or timing of the underlying cash flows needed to settle the obligation. Costs for restoration of subsequent site damage that is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses. The Company had no material restoration, rehabilitation and environmental costs as at June 30, 2020 and 2019 as the disturbance to date is minimal.

(q) Government assistance

The Company recognizes government grants given on eligible expenditures when it is reasonably assured that they will be realized. We use the cost reduction method to account for government grants, under which the credits are applied against the expense or asset to which the government grant relates.

(r) Significant accounting judgments and estimates

The preparation of these financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates that, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The areas which require management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

• 19 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

(i) Income, value added, withholding and other taxes:

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company's provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company's income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company's interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

‑ (ii) Share based payments:

‑ ‑ Management determines costs for share based payments using market based valuation techniques. The fair value of the market ‑ based and performance ‑ based share awards are determined at the date of grant using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield, future employee turnover rates and future employee stock option exercise behaviours and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

(iii) Decommissioning, restoration and similar liabilities:

Decommissioning, restoration and similar liabilities are estimated based on the Company's interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

(iv) Valuation of investment in warrants

Management determines the fair value of investments in warrants using generally accepted valuation techniques. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price, expected dividend yield and corporate performance. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

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. The following risk factors are not an exhaustive list of all risk factors associated with an investment in Goliath or in connection with Goliath’s operations.

Nature of Mineral Exploration

Resource exploration and development is a speculative business and involves a high degree of risk which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The properties in which Goliath holds an interest are without a known mineral resource. Each of the Company’s proposed programs on its properties is an exploratory search for resources. There can be no assurance that commercial quantities of resources will be discovered. There can also be no assurance that even if commercial quantities of resources are discovered, a mineral property will be brought into commercial production. The discovery of mineral deposits is dependent upon a number of factors not the least of which is the technical skill of the exploration personnel

• 20 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

involved. The commercial viability of a mineral deposit, once discovered, is also dependent upon a number of factors, some of which are the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. Most of the above factors are beyond the control of Goliath.

Limited Operating History

Goliath has no history of generating revenue or profits, and has no experience of placing a resource property into commercial production. There can be no assurance that it will generate profits in the future.

Requirement for Further Financing

Goliath has relied to date, on equity financing to fund its operations. Goliath does not have sufficient financial resources to undertake all of its currently planned exploration programs. There can be no assurance that Goliath will able to raise the financing required or that such financing can be obtained without substantial dilution to its shareholders. Failure to obtain additional financing on a timely basis could cause Goliath to reduce or terminate its operations or lose its interest in its properties.

Fluctuation in Mineral Prices

The mining industry in general is intensely competitive and there is no assurance that, even if commercial quantities of mineral resource are discovered, a profitable market will exist for the sale of same or those mineral prices will be such that Goliath’s properties can be mined at a profit. Factors beyond the control of Goliath may affect the ability of Goliath to attract investors and receive further funds for exploration. Minerals prices have experienced volatile and significant price movements over short periods of time, and are affected by numerous factors beyond the control of Goliath, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. In particular, the supply of and demand for gold are affected by, among other factors, political events, economic conditions and production costs in major gold producing regions and governmental policies.

No Assurance of Titles or Boundaries

Goliath believes it has good and valid title to its mineral properties, but this cannot be construed as a guarantee of title. Other parties may dispute title to any of Goliath’s mineral properties and any of Goliath’s properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected encumbrances or defects or governmental actions.

Uninsurable Risks

In the course of exploration of mineral properties, certain detrimental events and, in particular, unexpected or unusual geological conditions including rock bursts, cave-ins, fires, flooding, and earthquakes may occur. It is not always possible to fully insure against such risks and Goliath may decide not to take out insurance against such risks as a result of the high cost of premiums or for other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of Goliath.

Environmental and Other Regulatory Requirements

All phases of Goliath’s operations are subject to environmental regulation. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There can be no assurance that future changes in environmental regulation, will not adversely affect Goliath’s activities. Environmental

• 21 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

hazards may exist on the properties in which Goliath holds interests - which are unknown to Goliath at the present – but have been caused by previous or existing owners or operators of the properties.

Government approvals and permits are required in connection with Goliath’s activities. To the extent such approvals are required and not obtained; Goliath may be restricted or prohibited from proceeding with planned exploration of mineral properties. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in exploration may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation of existing laws, could have a material adverse impact on Goliath and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new exploration properties.

Competition

Goliath will compete with other exploration companies which have greater financial resources and technical facilities for the acquisition of mineral concessions, claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees.

Goliath’s ability to locate and increase reserves in the future will depend not only on its ability to explore and develop its present properties, but also on its ability to select, acquire and develop suitable properties or prospects.

Conflicts of Interest

Certain directors and officers of Goliath are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of Goliath are required by law to act honestly and in good faith with a view to the best interests of Goliath and to disclose any interest which they may have in any project or opportunity of Goliath. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict is required under the OBCA to disclose his interest and to abstain from voting on such matter.

Dependence on Key Management Employees

Goliath’s development to date has depended, and in the future will continue to depend, on the efforts of key management employees. The loss of any key management employees could have a material adverse effect on Goliath. Furthermore, at present, Goliath does not have key man insurance in place.

Unreliable Historical Data

Goliath has compiled technical data in respect of its properties, much of which was not prepared by Goliath. While the data represents a useful resource for Goliath, much of it must be verified by Goliath before being relied upon in formulating exploration programs.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Goliath’s operations, financial condition and results of operations.

• 22 -

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS June 30, 2021

Government Regulation

The mineral exploration activities of Goliath are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although Goliath’s exploration and development activities are currently carried out in material compliance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be introduced and, if introduced, complied with. Amendments to current laws and regulations governing operations and activities of exploration, mining and milling or more stringent implementation thereof could have an adverse impact on Goliath.

COVID19

Commencing in March 2020 and continuing after June 30, 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.

Share Capital

As at the date of this MD&A, there are 55,698,000 common shares outstanding, 26,229,537 warrants outstanding at an exercise price of between $0.15 and $3.00 per share and 5,414,788 stock options outstanding at an exercise price of between $0.14 and $1.52 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.

Subsequent Events

(i) Subsequent to June 30, 2021, the Company issued 6,639,588 common shares from the exercise of warrants and options for gross proceeds of $1,667,067.

(ii) On July 23, 2021, the Company granted stock options to acquire 390,000 common shares to officers and directors of the Company. These stock options are exercisable at $1.29 each and will expire on July 23, 2026.

(iii) On July 29, 2021, the Company granted stock options to acquire 2,938,731 common shares to officers and directors of the Company. These stock options are exercisable at $1.52 each and will expire on July 29, 2026.

(iv) Subsequent to June 30, 2021, bonuses in the aggregate amount of $900,000 were earned and paid to two executive officers pursuant to management contracts.

• 23 -