Goliath Resources Limited — Management Reports 2024

Feb 27, 2024

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

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 December 31, 2023 and 2022 and the, audited financial statements for the periods ended June 30, 2023 and June 30, 2022. Additional information relating to the Company may be accessed through SEDAR at www.sedar.com.

This commentary is as of February 27, 2024. 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.

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

Option Agreements

Golddigger and Luckystrike properties

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

October 30, 2018, April 14, 2020 and December 29, 2020.

The Options may be maintained and exercised by Goliath issuing 400,000 common shares, 400,000 warrants, making cash payments of $1,176,563 (paid) and incurring exploration expenditures aggregating $3,915,706 (incurred).

(a) Conditions of the Options are as follows:

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

• i) Cash payment of US$1,000,000 for 2,000,000 gold equivalent ounces. ii) An additional cash payment of US$1.00 for every gold equivalent ounce over 2,000,000 gold equivalent ounces. iii) Issuance of 10,000,000 common shares of Goliath for 2,000,000 gold equivalent ounces.

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

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

(b) 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:

• 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.

Goliath has met 100% of its $14,000,000 expenditure obligation for Golddigger.

Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

(c) 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 (valued at $559,000) 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.

Properties

Golddigger Property Covers 66,023 hectares and is in the world class geological setting of the Eskay Rift within the Golden Triangle of British Columbia. It is also within 3 kilometers of the ‘Red Line’ that is host to multiple world class deposits of which the Company controls 56 km north and south. The newly discovered Surebet Zone and Bonanza Shear is in an excellent location in close proximity to the communities of Alice Arm and Kitsault situated on tide water with direct barge access to Prince Rupert (190 kilometers via the Observatory inlet/Portland inlet). The town of Kitsault is accessible by road (190 kilometers from Terrace) 190 kilometers from Prince Rupert using barge landing, and infrastructure capable of housing at least 300 people, including high-tension power.

Additional infrastructure in the area include the Dolly Varden Silver Mine Road (only 8 kilometers to the East of the Surebet discovery) with direct road access to Alice Arm barge landing (18 kilometers to the south of the Surebet discovery) and high-tension power (25 kilometers to the East of Surebet discovery). The city of Terrace (population 16,000) provides access to railway, major highways, and airport with supplies (food, fuel, lumber, etc.), while the town of Prince Rupert (population 12,000) is located on the coast and houses an international container seaport also with direct access to railway and an airport with supplies (food, fuel, lumber, etc.).

Surebet is characterized by a series of NW-SE trending structures that occur within a package of Hazelton Group sediments underlain by Hazelton volcanics and are within a few kilometers of the Red Line. All 24 diamond drill holes completed in 2021 intersected significant intervals of Au-Ag polymetallic mineralization over 1 km of strike, 1.1 km down-dip and 700 meters of vertical relief. Drill hole GD-21-03 intersected 6.37 gpt AuEq (4.46 gpt Au and 122.13 gpt Ag) over 35.72 meters and drill hole GD-21-05 intersected 12.6 gpt AuEq (8.06 gpt Au and 313.66 gpt Ag) over 6.38 meters. The average grade and width from all 24 holes* assayed 6.29 gpt AuEq (4.35 gpt Au and 104.94 gpt Ag) over 5.87 meters, respectively.

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 Bonanza Shear follows the contact of the Hazelton volcanics and the overlying Bowser Lake group sediments closely. Extensive drilling across the property confirms continuity of the horizontal shear structure. This complex shear is defined by a chaotic network of quartz veins within a strongly altered shear zone with mineralized extension veins both within and bounding the shear.

The Surebet Zone and Bonanza Shear are on the eastern side of the Golddigger property. The Surebet Zone is underlain by coarse clastic sedimentary rocks of the Stuhini Group that are unconformably overlain by inter-fingered volcanics as well as sedimentary rocks

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

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, silver, copper, lead and zinc 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.

2021 & 2022 Results

Multiple high-grade polymetallic gold-silver targets have been identified along 1 kilometer (1,000 meters) of strike, a half a kilometer (700 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 in 2021 and remains open. It also has 1.1 kilometer (1,100 meters) of inferred down dip that ends in a highgrade gold-silver 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 (1,000 meters) where 14 more targets were tested in the 2021 maiden drill program.

In 2021, Goliath completed its maiden drill campaign for a total of 5,332 meters in 24 holes.100% of all 24 holes intercepted significant widths of quartz-sulphides veining of the Surebet Zone as well extending the known system over 1,100 meters down dip to the west. This confirmed the robust nature and exceptional continuity of this gold-silver system that remains open both along strike and to depth. Diamond drill holes GD21-001 to GD21-003 were assayed and reported on August 30, 2021. All 24 diamond drill holes completed in 2021 intersected significant intervals of Au-Ag polymetallic mineralization over 1 km of strike, 1.1 km down-dip and 700 meters of vertical relief. Drill hole GD-21-03 intersected 6.37 gpt AuEq (4.46 gpt Au and 122.13 gpt Ag) over 35.72 meters and drill hole GD-2105 intersected 12.6 gpt AuEq (8.06 gpt Au and 313.66 gpt Ag) over 6.38 meters. The average grade and width from all 24 holes* assayed 6.29 gpt AuEq (4.35 gpt Au and 104.94 gpt Ag) over 5.87 meters, respectively.

PMC’s metallurgical study performed on a composite sample of combined core from 16 diamond drill holes completed in 2021 demonstrated that a grinding mesh of 150 microns would recover 98.2 % of the gold inclusive of a 38.1 % recovery from simply gravity without the need of acid leaching making for environmentally friendly and amenable for low-cost mining methods (no deleterious elements). A revised methodology and updated study was completed by PMC in 2023 with a grinding mesh of 327 microns that achieved overall recoveries of 92.2% gold, 86.5% silver, 94.2% lead and 96.9% zinc, and a concentrate weighing just 11.9% of the original sample mass was produced. Gravity recovery of gold was 48.8% which is notably high and bodes well for future development

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

of Surebet. Gravity and flotation techniques are generally less capital intensive to develop and lower cost to operate than other types of precious metal processing.

In 2022, the Company completed its second pass drill campaign totaling 26,321 meters for a total of 86 drill holes confirming a mineralized area of 5.25 square kilometers that remains open. Within the Surebet Zone’s 1.6 square kilometer area, 89 of 92 widely spaced drill holes (68 from 2022 and 24 holes from 2021) intersected broad high-grade intervals of gold-silver mineralization confirming strong gold mineralization and demonstrating the continuity of this newly discovered large gold system that remains open. The Company has received, interpreted and announced all the assays from the 2022 drill program. The Surebet Zone is the main mineralized horizon adjacent to the horizontal Bonanza Shear over an area of 1.6 square kilometers. The current Surebet Zone and Bonanza Shear modeled areas are for a potential of 4,000,000 - 5,500,000 m3 (Avg. 6.88 meters @ 6.31 g/t AuEq) and a potential of 10,000,000 - 13,000,000 m3 (Avg. 5.31 meters @ 2.7 AuEq) respectively. This model is subject to changes and additional further iterations/modifications.

Disclaimer & Qualified Person - The potential quantity and grade are conceptual in nature, and that there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource. Goliath’s internal working model based on the SG of 2.903 x cubic meters and weighted average of all grades/widths from 101 diamond drill hole pierce points assayed inclusive of the 2022 program. Rein Turna P. Geo is the qualified person as defined by National Instrument 43-101, for Goliath Resource Limited projects, and supervised the preparation of, and has reviewed and approved, the technical information.

* Widths are reported in drill core lengths and the true widths are approx. 80 – 90% true width; AuEq metal values are calculated using: Au 1644.08 USD/oz, Ag 19.23 USD/oz, Cu 3.47 USD/lbs, Pb 1870.50 USD/ton and Zn 2882.50 USD/ton on October 28, 2022. There is potential for economic recovery of gold, silver, copper, lead, and zinc from these occurrences based on other mining and exploration projects in the same Golden Triangle Mining Camp where Goliath’s project is located such as the Homestake Ridge Gold Project (Auryn Resources Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Homestake Ridge Gold Project, prepared by Minefill Services Inc. (Bothell, Washington), dated May 29, 2020. Here, AuEq values were calculated using 3-year running averages for metal price, and included provisions for metallurgical recoveries, treatment charges, refining costs, and transportation. Recoveries for Gold were 85.5%, Silver at 74.6%, Copper at 74.6% and Lead at 45.3%. It will be assumed that Zinc can be recovered with the Copper at the same recovery rate of 74.6%. The quoted reference of metallurgical recoveries is not from Goliath’s Golddigger Project, Surebet Zone mineralization, and there is no guarantee that such recoveries will ever be achieved, unless detailed metallurgical work such as in a Feasibility Study can be eventually completed on the Golddigger Project.

Additional mineralized horizons (the “Surprise Zones”) were also intersected in 2022 drill holes above and below the main mineralized horizon of the Surebet Zone which provides for excellent additional gold potential above and below the Surebet Zone that remains open.

10 out of the 56 drill holes (~20%) in the Surebet Zone intersected greater than 76 gram(AuEq) x meters with 5 (~10%) intersecting greater than 138 gram(AuEq) x meters and up to 272.8 gram(AuEq) x meters.

Goliath worked closely with independent advisors and consultants including Dr. Quinton Hennigh, Dr. Simon Dominy, Colorado School of Mines and SRK Consulting (Canada) Inc. in the early planning and designing of the 2022 drill program focussed on infill drilling pierce points that could be used for a future maiden inferred resource estimate within the 1.6 square kilometer mineralized area of the Surebet Zone and Bonanza Shear contingent on assays.

The Company announced a planned 18,000 metres of diamond drilling at the beginning of 2023 season and concurrently upsized the drill program significantly to over 30,000 meters with 6 rigs based on positive results. Specifically 42% of the holes drilled over a 1.8 sqkm area contained visible gold and a number of holes assayed up to 485 gm*AuEq. Also, there was a new drill discovery, dubbed the “Golden Gate Zone” that is hosted within the Hazelton Volcanics. This a brand new system sitting ~20 meters below the Bonanaza Shear and contact between the Hazelton Sediments & Volcanics. GD-23-197 from the Golden Gate Zone intercepted 9 meters (~true

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

width) of abundant visible gold up to 1% with nuggets up to 4mm in size as well as high visible concentrations of galena, shlaperite, chalcopyrite, pyrrhotite and pyrite assaying 34.03 g/t AuEq or 1.09 oz/t AuEq (32.55 g/t Au and 65.71 g/t Ag) a 513 gm * AuEq result.

The Company has received, interpreted and announced all the assays from the 2023 drill program. The vast majority of reported holes intersected broad intervals of significant quartz-sulphide mineralization and widespread gold-silver mineralization over a 1.8 sqkm area. 44 holes out of 124 holes drilled in 2023 on the Golddigger Property contain visible gold corresponding to 35% of the holes drilled. Based on the results to date, the conceptual model potentially suggests Surebet Zone @ 16M – 19M tonnes averaging 6 – 9 g/t AuEq, Bonanza Shear 37M – 43M tonnes averaging 3 – 8 g/t AuEq, and Golden Gate Zone 3M – 4M averaging 3 – 7 g/t AuEq; all remain open. This model is subject to changes and additional further iterations.

Disclaimer & Qualified Person - The potential quantity and grade are conceptual in nature, and that there has been insufficient exploration to define a mineral resource and that it is uncertain if further exploration will result in the target being delineated as a mineral resource. Goliath’s internal working model is based on the SG of 2.903 x cubic meters and weighted average of all grades/widths from all 222 diamond drill hole pierce points assayed inclusive of the 2023 program. Rein Turna P. Geo is the qualified person as defined by National Instrument 43-101, for Goliath Resource Limited projects, and supervised the preparation of, and has reviewed and approved, the technical information.

* Widths are reported in drill core lengths and the true widths are estimated to be 80-90% and AuEq metal values are calculated using: AuEq metal values are calculated using: Au 1924.79 USD/oz, Ag 22.76 USD/oz, Cu 3.75 USD/lbs, Pb 2128.75 USD/ton and Zn 2468.50 USD/ton on December 23, 2023. There is potential for economic recovery of gold, silver, copper, lead, and zinc from these occurrences based on other mining and exploration projects in the same Golden Triangle Mining Camp where Goliath’s project is located such as the Homestake Ridge Gold Project (Auryn Resources Technical Report, Updated Mineral Resource Estimate and Preliminary Economic Assessment on the Homestake Ridge Gold Project, prepared by Minefill Services Inc. Bothell, Washington, dated May 29, 2020). Here, AuEq values were calculated using 3-year running averages for metal price, and included provisions for metallurgical recoveries, treatment charges, refining costs, and transportation. Recoveries for Gold were 85.5%, Silver at 74.6%, Copper at 74.6% and Lead at 45.3%. It will be assumed that Zinc can be recovered with the Copper at the same recovery rate of 74.6%. The quoted reference of metallurgical recoveries is not from Goliath’s Golddigger Project, Surebet Zone mineralization, and there is no guarantee that such recoveries will ever be achieved, unless detailed metallurgical work such as in a Feasibility Study can be eventually completed on the Golddigger Project..

Lucky Strike Property

The property is 31,486 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 was 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

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

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

Goldsource Breccia Discovery

• The quartz breccia at the Goldsource 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 Goldsource 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).

Future Exploration & Drilling Recommended:

The new Bullseye gold-copper porphyry target where grab samples assayed up to 3.06 g/t Au, 1.8 g/t Ag and 1% Cu remains untested and is planned to be diamond drill tested in 2024.

In 2023, the Company did drill test the outcropping Goldsource Zone, a high-grade gold breccia target that resulted in no significant widths or grades. No further exploration on this target is planned at this time.

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

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

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 $37,500 in cash, 812,500 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 & 2022)

• Goldstar (Drilled by Juggernaut Resources Ltd. in 2021 & 2022)

• 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.

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:

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

A follow up exploration program will be determined in Q3 of 2024.

Additional Disclosure for Venture Issuers Without Significant Revenue

During the quarters ended December 31, 2023 and 2022 the Company incurred the following exploration and evaluation expenditures:

	2023	2022
Option payments	nil	58,156
Transportation	524,183	133,838
Field work exploration	62,966	46,445
Supplies	6,938	nil
Staking Cost	7,500	nil
Laboratory and analysis	346,197	420,943
Reports	174,400	164,535
Travel and accommodation	13,925	1,326
General exploration expenses	72,749	155,735
Geology	37,749	nil
Project management	30,000	111,766
Drilling	4,500	822,827
Option receipts	nil	nil
Total	1,281,107	1,915,571

Results of Operations

Results of Operations
Key Financial Data and Comparative Figures($ 000's)
	31-Dec	30-Jun
	2023	2023
NetLoss	12,613	20,965
Statement of Financial Position
Cash	5,403	8,941
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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

Working capital	4,650	5,922
Capitalassets	156	201
Totalassets	6,345	9,978
Shareholders'equity	4,806	6,122
Basicloss pershare	0.03	0.28
Weighted averagenumberofshares
outstanding - basic and diluted	100,862,057	74,168,963

Quarterly data	2024	2024		2023	2023		2022	2022
	Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3
Net income (loss)	(3106)	(9507)	(3736)	(1650)	(6501)	(9494)	(1831)	(2082)
Basic income (loss) per share	(0.03)	(0.11)	(0.05)	(0.02)	(0.09)	(0.13)	(0.03)	(0.04)

Goliath did not have any revenue for the quarter ended December 31, 2023

Expenses

Expenses for the quarter ended December 31, 2023 were $3,173,031 (2022 - $6,501,180) and included the following categories:, exploration and evaluation expenditures of $1,281,107 (2022 - $1,915,572), consulting and professional fees, administration expenses, investor relations and regulatory fees, totalling $1,805,736 (2022 - $4,552,107) of which share-based payments represented $1,232,320 (2022 $2,247,487).

Loss

Goliath had a net loss of $3,106,150 or $0.03 per common share for the quarter ended December 31, 2023, compared to a loss of $6,501,180 or $0.09 per common share for the quarter ended December 31, 2022.

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 $4,649,643 and cash and cash equivalents of $6,110,412 as at December 31, 2023. Further financing will be required for working capital and exploration expenditures.

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

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:

llows:
Three Months Ended December 31, 2023 2022	Six Months Ended December 31, 2023 2022
Consulting fees $ 118,800 $ 1,908,000 Share-basedpayments $ 753,470 $1,330,438	$ 237,600 $ 2,016,000 $ 753,470 $1,330,438

(1) Consulting fees paid to the Chief Executive Officer and Chief Financial Officer for their services. Includes bonuses in the aggregate amount of $nil (three and six months ended December 31, 2022 - $1,800,000) earned and paid to two executive officers pursuant to management contracts. During the three and six months ended December 31, 2023, the Chief Executive Officer and Chief Financial Officer exercised an aggregate of nil stock options (three and six months ended December 31, 2022 - 1,693,333) for gross proceeds of $nil (three and six months ended December 31, 2022 - $1,369,000).

Included in accounts payable and accrued liabilities are amounts owing to officers of $1,948 as at December 31, 2023 (June 30, 2023 - $22,892). This balance is unsecured, non-interest bearing and due on demand.

Included in prepaid expenses is an amount of $16,502 as at December 31, 2023 (June 30, 2023 - $114,958) which was advanced to an officer of Goliath.

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 $ 7,411,000 by December 31, 2024. 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

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

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 that have been in place since 2020 when the market capitalization was $3.7 million with certain executive officers that provide for payments under circumstances involving a change of control of Goliath or termination of the officer’s services..The minimum commitment upon termination of these contracts is approximately $864,000.

In addition, these management contracts provided for two separate threshold incentive bonuses based on reaching minimum market capitalization of the Company that aligns managements performance with its shareholders. The first is an aggregate of $900,000 once the market capitalization of the Company reaches and exceeds $50 million for a period of at least 10 trading days and the second is $1.8 million once the market capitalization of the Company reaches and exceeds $100 million for a period of at least 10 trading days. During the year ended June 30, 2022, $900,000 of incentive bonuses were paid to management and concurrently they exercised 2,470,000 of their Company options. During the year ended December 31, 2023, $1.8 million of incentive bonuses were paid to management and concurrently they exercised 1,693,333 of their Company options. As at December 31, 2022, the Company did not have any further bonus commitments under these management contracts.

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	The operating and exploration activities of the Companyfor the	Changes in debt and equity markets; timing and availabilityof external financingon

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

twelve-month period ending December 31, 2024. 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	twelve-month period ending December 31, 2024 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	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 December 31, 2024 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

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Goliath Resources Limited TSXV: GOT OTCQB: GOTRF FSE: B4IF MANAGEMENT’S DISCUSSION & ANALYSIS December 31, 2023

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

For a complete listing of the Companies significant accounting policies please refer to the Companies MD&A for the year ended June 30, 2023.

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, 2023.

Share Capital

As at the date of this MD&A, there are 106,390,792 common shares outstanding, 33,220,454 warrants outstanding at an exercise price of between $0.15 and $1.30 per share and 9,871,890 stock options outstanding at an exercise price of between $0.29 and $1.58 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 Event

(i) Subsequent to December 31, 2023, the Company issued 2,299,837 common shares from the exercise of warrants for gross proceeds of $765,302.

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