Goliath Resources Limited — Proxy Solicitation & Information Statement 2025

Feb 11, 2025

GOLIATH RESOURCES LIMITED

AMENDED NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 17, 2025

NOTICE IS HEREBY GIVEN THAT the annual and special meeting (the “Meeting”) of the shareholders (“Shareholders”) of Goliath Resources Limited (the “Company”) will be held at 82 Richmond Street East, Toronto, Ontario, M5C 1P1 on Monday, March 17, 2025 at 1:00 p.m. (Toronto time) for the following purposes:

1. to present the annual audited financial statements of the Company for the fiscal years ended June 30, 2024 and 2023, together with the report of the auditor thereon;
2. to elect the board of directors of the Company for the ensuing year;
3. to re-appoint McGovern Hurley LLP, Chartered Accountants as the auditor of the Company for the ensuing year and to authorize the board of directors to fix the auditor’s remuneration;
4. to consider, and if thought advisable, to pass, with or without variation, an ordinary resolution, the full text of which is set forth in the accompanying management information circular dated February 7, 2025 (the “Information Circular”), to approve the omnibus equity incentive plan of the Company;
5. to consider, and if thought advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying Information Circular, to ratify and approve the adoption of a shareholder rights plan agreement dated February 7, 2025 between the Company and Computershare Investor Services Inc. as rights agent; and
6. to transact such other business as may properly be brought before the Meeting and at any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular, which accompanies this Notice of Annual and Special Meeting of Shareholders (the “Notice”) and forms part thereof.

A Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must have deposited his, her or its duly executed form of proxy not later than 1:00 p.m. (Toronto time) on Thursday, March 13, 2025 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned Meeting, at the offices of Computershare Trust Company of Canada, 650 de Maisonneuve Blvd. West, 7th Floor, Montreal, QC, H3A 3T2; or by facsimile at (514) 982-7635.

The Meeting will be held in person and by audio-cast and can be accessed by conference call at 1-800-747-5150 (passcode 5311060#). This call will be listen-only and Shareholders will not be able to vote or speak at, or otherwise participate in the Meeting via the conference call.

The record date for the determination of those Shareholders entitled to receive the Notice and to vote at the Meeting was the close of business on Thursday, January 16, 2025 (the “Record Date”). The Shareholders of record as of the close of business on the Record Date will be entitled to receive this Notice and the accompanying Information Circular and to (virtually) attend and vote at the Meeting and any adjournment(s) or postponement(s) thereof.

Participation of its Shareholders is very important to the Company. Please ensure that the votes attached to the common shares of the Company you hold will be exercised at the Meeting.

DATED at Toronto, Ontario as of the 7th day of February, 2025.

(Signed) “Roger Rosmus”

Roger Rosmus
President and Chief Executive Officer