Goliath Resources Limited — Proxy Solicitation & Information Statement 2025

Dec 9, 2025

GOLIATH RESOURCES LIMITED

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JANUARY 14, 2026

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 the offices of Wildeboer Dellelce LLP, Suite 800, Wildeboer Dellelce Place, 365 Bay Street, Toronto, ON M5H 2V1 and online at https://wildlaw-ca.zoom.us/j/81458105702 on Wednesday, January 14, 2026 at 10:00 a.m. (Toronto time) for the following purposes:

1. to receive the annual audited financial statements of the Company for the fiscal years ended June 30, 2025 and 2024, 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 an ordinary resolution of Shareholders re-approving the Company's Omnibus Equity Incentive Compensation Plan, as more particularly described in the accompanying management information circular (the “Information Circular”);
5. to consider and, if thought advisable, to pass an ordinary resolution of disinterested shareholders to approve certain amendments to the Omnibus Equity Incentive Compensation Plan;
6. to consider and, if thought advisable, to pass, with or without variation a special resolution allowing the directors of the Company to consolidate the issued and outstanding common shares of the Company on the basis of one (1) post-consolidation common share for up to seven (7) pre-consolidation common shares; and
7. 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 hereof.

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 10:00 a.m. (Toronto time) on Monday, January 12, 2026 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, 320 Bay Street, 14th floor, Toronto ON M5H 4A6; or by visiting www.investorvote.com and enter the control number as indicated on your form of proxy.

The Meeting will be held in person and by videoconference at https://wildlaw-ca.zoom.us/j/81458105702 and can be accessed by conference call at 1 (647) 558-0588 (Meeting ID: 814 5810 5702). Shareholders will be able to listen and ask questions at the Meeting in real time via the Internet.

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, December 5, 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 30th day of November, 2025.

(Signed) “Roger Rosmus”
Roger Rosmus
President & Chief Executive Officer