Financial statements
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GOLIATH RESOURCES LIMITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED JUNE 30, 2026 AND 2025 (EXPRESSED IN CANADIAN DOLLARS)
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Page 1 Independent Auditor’s Report To the Shareholders of Goliath Resources Limited Opinion We have audited the consolidated financial statements of Goliath Resources Limited and its subsidiary (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2026 and 2025, and the consolidated statements of loss and comprehensive loss, consolidated statements of cash flows and consolidated statements of changes in equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information. In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at June 30, 2026 and 2025, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB). Basis for opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined that there were no key audit matters to communicate in our report.
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Page 2 Other information Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intend s to liquidate the Company or cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
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Page 3 As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risks of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Company as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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Page 4 We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our i ndependence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partner of the audit resulting in this independent auditor’s report is Nicole Louli. McGovern Hurley LLP Chartered Professional Accountants Licensed Public Accountants Toronto, Ontario October 26, 2026
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Goliath Resources Limited Consolidated Statements of Financial Position (Expressed in Canadian Dollars) As at As at June 30, June 30, 2026 2025 ASSETS Current assets Cash and cash equivalents $ 42,978,828 $ 32,155,097 Amounts receivable and deposits (notes 7 and 17) 3,895,364 1,839,201 Investments (note 8) 2,678,956 11,248,911 Total current assets 49,553,148 45,243,209 Non-current assets Equipment (note 9) - 3,750 Total assets $ 49,553,148 $ 45,246,959 LIABILITIES AND EQUITY Current liabilities Accounts payable and accrued liabilities (note 17) $ 2,148,794 $ 3,247,004 Flow-through share liability (note 10) 9,560,857 8,675,610 Total liabilities 11,709,651 11,922,614 Equity Share capital (note 11) 139,119,849 110,835,961 Shares to be issued - 73,199 Contributed surplus (notes 12 and 13) 27,029,221 20,136,638 Deficit (128,305,573) (97,721,453) Total equity 37,843,497 33,324,345 Total liabilities and equity $ 49,553,148 $ 45,246,959 Nature of operations and going concern (note 1) Commitments and contingencies (notes 6 and 19) Subsequent event (note 21) Approved by: (Signed) "Roger Rosmus", Director (Signed) "Graham Warren", DirectorT he accompanying notes are an integral part of these consolidated financial statements. - 5 -
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Goliath Resources Limited Consolidated Statements of Loss and Comprehensive Loss (Expressed in Canadian Dollars) Years Ended June 30, 2026 2025 Operating expenses Exploration and acquisition costs (note 16) $ 36,388,421 $ 26,157,958 General and administrative (note 15) 20,422,084 12,677,746 Unrealized loss (gain) on investments (note 8) 898,004 (2,397,303) Realized gain on investments (note 8) (15,773,357) - Loss on acquisition of investments (note 11) - 1,223,954 Mining tax credit recovery - (934,576) Other income - (73,983) Interest income (902,619) (261,009) Net loss before premium on flow-through shares (41,032,533) (36,392,787) Premium on flow-through shares (note 10) 9,556,727 5,418,932 Net loss and comprehensive loss for the year $ (31,475,806) $ (30,973,855) Basic and diluted loss per share (note 14) $ (0.18) $ (0.22) Weighted average number of common shares outstanding - basic and diluted 171,348,734 138,278,510T he accompanying notes are an integral part of these consolidated financial statements. - 6 -
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Goliath Resources Limited Consolidated Statements of Cash Flows (Expressed in Canadian Dollars) Years Ended June 30, 2026 2025 Operating activities Net loss for the year $ (31,475,806) $ (30,973,855) Adjustments for: Share-based payments 16,016,698 8,280,972 Premium on flow-through shares (9,556,727) (5,418,932) Realized gain on investments (15,773,357) - Unrealized loss (gain) on investments 898,004 (2,397,303) Loss on acquisition of investments - 1,223,954 Amortization 3,750 111,793 Common shares issued for mineral properties (note 6) 5,790,000 - Investment received from mineral properties (note 6) (87,474) - RSUs settled in cash (4,919,830) (1,129,450) Non-cash working capital items: Amounts receivable and deposits (2,056,163) (442,222) Accounts payable and accrued liabilities (1,098,210) 2,680,751 Net cash and cash equivalents used in operating activities (42,259,115) (28,064,292) Investing activity Proceeds from sale of investments (note 8) 23,532,782 - Net cash and cash equivalents provided by investing activity 23,532,782 - Financing activities Proceeds from private placements 26,304,059 49,685,709 Issuance costs (1,868,164) (2,514,191) Proceeds from exercise of warrants 2,505,401 9,779,773 Proceeds from exercise of stock options 2,608,768 205,750 Net cash and cash equivalents provided by financing activities 29,550,064 57,157,041 Net change in cash and cash equivalents 10,823,731 29,092,749 Cash and cash equivalents, beginning of year 32,155,097 3,062,348 Cash and cash equivalents, end of year $ 42,978,828 $ 32,155,097 Supplemental information Finders' warrants issued $ 331,114 $ 561,731 Investments acquired in private placement $ - $ 8,776,046 Cash and cash equivalents Cash $ 42,978,592 $ 32,154,861 Cash equivalents 236 236 $ 42,978,828 $ 32,155,097T he accompanying notes are an integral part of these consolidated financial statements. - 7 -
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Goliath Resources Limited Consolidated Statements of Changes in Equity (Expressed in Canadian Dollars) Share Capital Contributed Shares to Number Amount Surplus be issued Deficit Total Balance, June 30, 2024 118,361,463 $ 55,703,736 $ 14,475,618 $ - $ (66,775,833) $ 3,403,521 Issuance of common shares and warrants in private placement (note 11(b)) 28,175,066 58,815,243 870,466 - - 59,685,709 Flow-through share premium (note 10) - (13,413,884) - - - (13,413,884) Share issue costs (note 11(b)) - (3,075,922) 561,731 - - (2,514,191) Common shares issued to settle RSUs 330,000 326,700 (846,781) - - (520,081) Common shares issued for the exercise of options 275,000 377,500 (171,750) - - 205,750 Common shares issued for the exercise of warrants 14,672,761 12,102,588 (2,396,014) 73,199 - 9,779,773 Warrants and options expired - - (28,235) - 28,235 - Share-based payments (note 13) - - 7,671,603 - - 7,671,603 Net loss for the year - - - - (30,973,855) (30,973,855) Balance, June 30, 2025 161,814,290 110,835,961 20,136,638 73,199 (97,721,453) 33,324,345 Issuance of common shares in private placement (note 11(b)) 6,031,211 26,304,059 - - - 26,304,059 Flow-through share premium (note 10) - (10,441,974) - - - (10,441,974) Common shares issued to settle RSUs 425,000 528,050 (3,546,967) - - (3,018,917) Common shares issued for the exercise of options 2,679,918 4,711,931 (2,103,163) - - 2,608,768 Common shares issued for the exercise of warrants 3,939,526 3,591,100 (1,012,500) (73,199) - 2,505,401 Share issue costs - (2,199,278) 331,114 - - (1,868,164) Common shares and warrants issued for mineral properties 3,000,000 5,790,000 - - - 5,790,000 Warrants expired - - (891,686) - 891,686 - Share-based payments (note 13) - - 14,115,785 - - 14,115,785 Net loss for the year - - - - (31,475,806) (31,475,806) Balance, June 30, 2026 177,889,945 $ 139,119,849 $ 27,029,221 $ - $(128,305,573) $ 37,843,497T he accompanying notes are an integral part of these consolidated financial statements. - 8 -
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G oliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 1. Nature of Operations and Going Concern Goliath Resources Limited (the “Company” or “Goliath”) was incorporated by Articles of Incorporation dated February 16, 2017 under the Business Corporations Act (Ontario) as “Bantry Resources Inc.”. On February 21, 2017, Goliath filed Articles of Amendment to change the name to “Goliath Resources Inc.” and on April 21, 2017, Articles of Amendment were filed to change the name to “Goliath Resources Limited”. The Company's principal business activity is mineral exploration (described in note 6) in British Columbia, Canada. The Company is listed on the TSX Venture Exchange (the "TSXV”) trading under the symbol GOT.V. The head office of the Company is located at 82 Richmond Street East, Toronto, Ontario, M5C 1P1. The consolidated financial statements of the Company for the year ended June 30, 2026 were reviewed, approved and authorized for issue by the Board of Directors on October 26, 2026. These consolidated financial statements have been prepared using accounting policies applicable to a going concern, which contemplates the realization of assets and settlement of liabilities in the normal course of business as they become due. The Company is at an exploration stage and attempts to raise financing for its exploration and acquisition activities. The Company has incurred a current net loss of $31,475,806 for the year ended June 30, 2026 and has an accumulated deficit of $128,305,573 as at June 30, 2026. In addition, the Company had working capital of $37,843,497 at June 30, 2026 and expenditure commitments as outlined in notes 6 and 19. The Company's ability to continue as a going concern is dependent on its ability to obtain additional sources of financing to successfully explore, evaluate and develop mineral projects, if they are proven successful, and ultimately, to achieve profitable operations. The success of these endeavours cannot be predicted at this time. Management believes that the Company's working capital is sufficient to support planned operations for the next twelve months. Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Company's title. Property title may be subject to social and government licensing requirements or regulations, unregistered prior agreements, unregistered claims, aboriginal claims, and non- compliance with regulatory and environmental requirements. The Company's mineral exploration property interests may also be subject to increases in taxes and royalties, renegotiation of contracts, and political uncertainty. 2. Material Accounting Policies (a) Statement of compliance The financial statements have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board ("IFRS"). The accounting policies set out below have been applied consistently to the period presented in these financial statements unless otherwise noted below. (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). Certain comparative figures have been reclassified to conform with the current year presentation. - 9 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 2. Material Accounting Policies (continued) (c) Functional and presentation currency The Company’s presentation and functional currency is the Canadian dollar. The functional currency of the Company's subsidiary 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) Basis of consolidation The consolidated financial statements include the accounts of the Company, and its wholly-owned subsidiary, David Resources Inc. ("David Resources"), incorporated on January 19, 2024. Subsidiaries are entities which the Company controls, either directly or indirectly, where control is defined as power over the investee, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the returns. Subsidiaries are fully consolidated from the date on which control is transferred to the Company a nd they a re deconsolidated from the date on which control ceases. All intercompany transactions and balances have been eliminated upon consolidation. (e) Financial instruments Under IFRS 9 Financial Instruments ("IFRS 9"), financial assets are classified and measured based on the business model in which they a re 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 and cash equivalents Amortized cost Amounts receivable and deposits Amortized cost Investments FVTPL Accounts payable and accrued liabilities Amortized costF inancial 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. 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". - 10 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 2. Material Accounting Policies (continued) (e) Financial instruments (continued) 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 f or 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. 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. 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 d erecognized 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. 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.- 11 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 2. Material Accounting Policies (continued) (f) 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. (g) Cash and cash equivalents Cash and cash equivalents in the statement of financial position consist of cash balances with banks, including cash held in trust and money m arket securities that are readily c onvertible to cash with a remaining term at the date of acquisition of less than 90 days. (h) 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. (i) 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 m anagement 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. (j) Share capital The Company records proceeds from share and warrant issuances net of issue costs and any tax effects, to equity. - 12 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 2. Material Accounting Policies (continued) (k) Flow-through shares 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 d erecognizes the liability a nd 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. (l) Share-based payments The Company follows the fair value method of accounting for the issuance of stock options and restricted share units ("RSU") granted to officers, employees, directors, advisors and consultants. The grant date fair value of stock options is determined by t he Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility o f the expected market price of the Company’s common shares and the expected life of the options. The number of stock option awards expected to vest are estimated using a forfeiture rate based on historical experience and future expectations. The fair value of the RSUs is determined by t he quoted market price of the Company’s common shares at date of grant. Share-based payments is recognized in profit or loss over the vesting period of the related option or RSU. 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 a re 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. (m) 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, 2026 and 2025. - 13 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 2. Material Accounting Policies (continued) (n) 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 p otential conversion of warrants and stock options that would decrease loss per share or increase earnings per share. (o) 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 d ifferences: 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. (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, 2026 and 2025 as the disturbance to date is minimal.- 14 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 2. Material Accounting Policies (continued) (q) Government assistance The Company recognizes government grants given on eligible expenditures when it is reasonably assured that they will be realized. The cost reduction method is used 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 t heir 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: (i) Income, value added, withholding and other taxes, and tax credits: The Company i s subject to income, value added, withholding and other taxes and is eligible for refundable tax credits on certain expenditures. Significant judgment is required in determining the Company's provisions for taxes and tax credits receivable. 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 and mining tax credits receivable 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. W here the final tax outcome of these matters is different from the amounts that were initially r ecorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made. Amounts recorded for mining tax credits receivable represent best estimates of recoverable amounts after considering these uncertainties including assessing the Company’s historical experience with recovering claimed amounts. (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. Refer to note 13.- 15 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 2. Material Accounting Policies (continued) (r) Significant accounting judgments and estimates (continued) (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) Contingencies: Refer to note 19. (v) 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. Refer to note 8. Recent accounting pronouncements Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods beginning on or after July 1, 2026 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company. Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7) In May 2 024, the IASB issued amendments to IFRS 9 Financial Instruments a nd IFRS 7 Financial Instruments – Disclosures. The amendments clarify the derecognition of financial liabilities and introduces an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system. The amendments also clarify how to asses the contractual cash flow characteristics of financial assets that include environmental, social and governance (ESG)-linked features and other similar contingent features and the treatment of non-recourse assets and contractually linked instruments (CLIs). Further, the amendments mandate additional disclosures in IFRS 7 for financial instruments with contingent features and equity i nstruments classified at FVOCI. The amendments are effective for annual periods starting on or after January 1 , 2026. Retrospective application is required and early a doption is permitted. Presentation and Disclosure in Financial Statements (IFRS 18) In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements to improve reporting of financial performance. The new standards replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new categories and required subtotals in the statement of profit and loss and also requires disclosure of management- defined performance measures. It also includes new requirements for the location, aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1 , 2027, including interim financial statements. Retrospective application is required and early adoption is permitted.- 16 -
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G oliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 3. Capital risk management The Company manages its capital with the following objectives: to ensure sufficient financial flexibility to achieve the ongoing business objectives including funding of future growth opportunities, and pursuit of accretive acquisitions; and to maximize shareholders' returns through enhancing the share value. The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by management and the Board of Directors on an ongoing basis. The Company considers its capital to be equity, which comprises share capital, contributed surplus and deficit, which at June 30, 2026, totaled $37,843,497. The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. The forecast is updated based on activities related to the Company's mineral properties. Selected information is provided to the Board of Directors of the Company. The Company’s capital management objectives, policies and processes have remained unchanged during the years ended June 30, 2026 and 2025. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than Policy 2.5 of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of June 30, 2026, the Company believes that it is compliant with Policy 2.5. 4. Financial risk management Financial risk The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate risk, foreign currency risk and commodity and equity price risk). Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management. There were no changes to credit risk, liquidity risk or market risk for the year ended June 30, 2026. (i) Credit risk Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and amounts receivable. Cash and cash equivalents are held with select major Canadian chartered banks, from which management believes the risk of loss to be minimal. Management believes that the credit risk with respect to financial instruments included in amounts receivable is minimal. (ii) Liquidity risk Liquidity risk is the risk that the Company will not have sufficient cash resources to meet its financial obligations as they come due. The Company’s liquidity and operating results may be adversely affected if its access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or matters specific to the Company. The Company generates cash flow primarily from its financing activities. As at June 30, 2026, the Company had cash and cash equivalents of $42,978,828 to settle accounts payable and accrued liabilities of $2,148,794 and flow-through commitment of approximately $24,085,000. All of the Company's financial liabilities as at June 30, 2026 are subject to normal trade terms. The Company regularly evaluates its cash position to ensure preservation and security of capital as well as liquidity. - 17 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 4. Financial risk management (continued) (iii) Market risk Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. (a) Interest rate risk The Company does not have cash balances which are subject to a fixed interest rate. The Company 's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by a Canadian chartered bank with which it keeps its bank accounts. (b) Foreign currency risk The Company's functional and reporting currency i s the Canadian dollar and major purchases are transacted in Canadian dollars. Foreign currency risk is the risk that future cash flows of financial instruments will fluctuate as a result of changes in foreign exchange rates. The Company does not have transactions in foreign currencies. (c) Commodity and equity price risk The Company is exposed to price risk with respect to commodity prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices, as they relate to precious and base metals and other minerals, and the stock market to determine the appropriate course of action to be taken by the Company. Commodity p rice risk could adversely a ffect the Company. In particular, the Company's future profitability a nd viability o f development depend upon the world market price of precious and base metals and other minerals. Precious and base metals and other mineral prices have fluctuated widely in recent years. There is no assurance that, even if commercial quantities of precious and base metals and other minerals are produced in the future, a profitable market will exist for them. As at June 30, 2026 and 2025, the Company was not a precious minerals, base metals and other minerals producer. Even so, commodity p rice risk may affect the completion of future equity transactions such as equity offerings. This may also affect the Company's liquidity and its ability to meet its ongoing obligations. The Company has $2,678,956 in investments as at June 30, 2026. These investments are classified as FVTPL and are subject to equity price risk. The Company's investments are subject to fair value fluctuations. As at June 30, 2026, if the bid price of the common shares decreased/increased by 10% with all other variables held constant, net loss and comprehensive loss for the year ended June 30, 2026 w ould have been approximately $268,000 higher/lower.- 18 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 5. Categories of financial instruments Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly t ransaction between market participants at the measurement date. The fair value hierarchy establishes three levels to classify the inputs to valuation techniques used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices in markets that are not active, quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability, or inputs that are derived principally from or corroborated by observable market data or other means. Level 3 inputs are unobservable (supported by little or no market activity). The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. Assets and liabilities measured at fair value on a recurring basis: Quoted prices Significant in active other Significant markets for observable unobservable identical assets inputs inputs Aggregate As at June 30, 2026 (Level 1) (Level 2) (Level 3) fair value Investments $ 2,678,956 $ - $ - $ 2,678,956 As at June 30, 2025 Investments $ 11,248,555 $ 356 $ - $ 11,248,911 There were no transfers in and out of Levels 1, 2 or 3 during the years ended June 30, 2026 and 2025. As at June 30, 2026 2025 Financial assets: Amortized cost Cash and cash equivalents $ 42,978,828 $ 32,155,097 Amounts receivable and deposits 69,100 69,100 FVTPL Investments 2,678,956 11,248,911 Financial liabilities: Amortized cost Accounts payable and accrued liabilities $ 2,148,794 $ 3,247,004 As of June 30, 2026 a nd 2025, the fair value of all the Company’s financial instruments approximates the carrying value, due to their short-term nature.- 19 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 6. Mineral properties Golddigger and Luckystrike properties On April 18, 2017, the Company e ntered into option agreements with J2 Syndicate and J2 Syndicate Holdings (collectively, the “Optionors”) to acquire 100% legal and beneficial interests in the Golddigger and Luckystrike mineral properties located in British Columbia, subject to a 3% net smelter returns royalty (“NSR”). The Company has certain rights to reduce the NSR to 2% by m aking payments to the Optionors, as described below. The option agreements have subsequently b een amended, including amendments to the consideration and exploration expenditure requirements. Golddigger Property The Golddigger Property consists of contiguous mineral claims located southeast of Stewart with tidewater access on Hastings Arm in the Golden Triangle of Northern British Columbia. On May 10, 2024, the Company issued 10,000,000 common shares valued at $8,400,000 to the Optionors, earning an initial 49% interest in the Golddigger Property. On January 2 2, 2026, the Company e ntered into an agreement with the Optionors to amend the existing option agreement to accelerate its acquisition of the remaining 51% interest in the Golddigger Property, bringing its ownership to 100%, subject to the reserved royalty interests. Under the amendment, the Company is required to publish a maiden resource estimate (“MRE”) on or before June 1, 2030, and every three years thereafter. The amendment also revised the resource-related consideration payable to the Optionors. The Company is required to pay US$1 for each gold equivalent ounce in excess of 4,000,000 ounces reported in the MRE, replacing the previous payment obligation based on a threshold of 2,000,000 ounces. The Company may reduce the NSR from 3% to 2% by paying US$1,500,000 for the property no later than December 31, 2027. As consideration for the January 2026 amendment, the Company issued 3,000,000 common shares to the Optionors on March 15, 2026, valued at $5,790,000 based on the quoted market price on the date of issuance. In the event of a change of control before publication of the MRE, the acquirer would generally assume the Company's obligations under the amended agreement. Certain terms would be modified, including the timing of the initial resource estimate and the resource-related payment threshold. Luckystrike Property The Luckystrike Property is located north of Terrace, British Columbia. On December 29, 2020, the Company issued 1,300,000 common shares valued at $559,000 and 1,300,000 warrants exercisable at $0.22 per share for a period of 60 months to earn an initial 49% interest in the Luckystrike Property. To acquire the remaining 51% interest, the Company is required to incur at least $5,000,000 in drilling expenditures on or before December 31, 2029, and deliver a NI 43-101 technical report containing a resource calculation by December 31, 2030. The Property is subject to a 3% NSR, which may be reduced to 2% by making the required buyback payment to the Optionors no later than December 31, 2029.- 20 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 6. Mineral properties (continued) DSM Syndicate On April 20, 2017, Goliath acquired a 10% interest in the property a t a cost of $250,000. The DSM Syndicate was formed to pool geological and other knowledge and expertise relating to certain properties identified in an area in northwestern British Columbia, finance and carry out an acquisition and exploration program and market any resulting property interests with the intention to option or sell the property interests. Nelligan Projects On July 9 , 2020, the Company e ntered into agreements to acquire several mineral claim blocks (the “Claims”) now under Goliath’s Nelligan East Project and Nelligan West Project (the “Projects”). The Projects are located in the northeastern Chibougamau-Chapais Mining Camp of the Abitibi Greenstone Belt. The consideration for the Claims is comprised of $206,780 of cash (paid), 1,675,000 common shares (issued and valued at $452,250), $40,000 worth of common shares (47,059 common shares issued) and 1,025,000 warrants of Goliath (issued). The warrants are exercisable at a price of $0.24 with expiry ranging from 3 to 5 years from date of grant. The Claims have NSRs ranging from 1% to 2% and certain royalty buyback options. On August 10, 2020, the Company received final TSXV approval and completed the acquisition of the Claims. Certain claims were allowed to lapse during the year ended June 30, 2026. B-ALL Syndicate On January 2 5, 2024, Goliath, through its wholly-owned subsidiary D avid Resources, acquired a 4% interest in the property at a cost of $220,000. The B-ALL Syndicate was formed to pool geological and other knowledge and expertise relating to certain properties identified in an area in northwestern British Columbia, finance and carry out an acquisition and exploration program and market any r esulting property interests with the intention to option or sell the property interests. In February 2026, the Company received $10,000 in cash and 73,200 common shares of Gold Runner Exploration Inc. initially measured at a fair value of $87,474 based on the quoted market price on date of acquisition, in connection with its 4% interest in the property. See note 8. Certain claims were allowed to lapse during the year ended June 30, 2026. 7. Amounts receivable and deposits As at As at June 30, June 30, 2026 2025 Sales tax receivable $ 194,552 $ 448,604 Deposits and prepaid expenses 2,766,236 456,021 Mining tax credit receivable 934,576 934,576 $ 3,895,364 $ 1,839,201- 21 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 8. Investments As at As at June 30, June 30, 2026 2025 Balance, beginning of period $ 11,248,911 $ 75,562 Additions (1)(2) 87,474 8,776,046 Disposals (7,759,425) - Fair market value adjustment (898,004) 2,397,303 Balance, end of period $ 2,678,956 $ 11,248,911 (1) O n March 10, 2025, the Company a cquired 868,056 McEwen Mining Inc. ("McEwen") shares with a fair value of $8,776,046. During the year ended June 30, 2026, the Company s old 767,500 M cEwen shares for proceeds of $23,532,782 r esulting in a realized gain of $15,773,357. As at June 30, 2026, the Company h eld 100,556 M cEwen shares (June 30, 2025 - 868,056) valued at $2,562,167 (June 30, 2025 - $11,189,242) based on the closing bid price. (2) O n February 6 , 2026, the Company a cquired 73,200 Gold Runner Exploration Inc. shares with a fair value of $87,474. As at June 30, 2026, these shares were valued at $31,476 based on the closing bid price. In addition, as at June 30, 2026, the Company held 81,250 Juggernaut Exploration Ltd. shares (June 30, 2025 - 81,250) and nil warrants (June 30, 2025 - 18,750) valued at $85,313 and $nil, respectively (June 30, 2025 - $59,313 and $356, respectively) based on the closing bid price and the Black-Scholes option pricing model. During the year ended June 30, 2026, the warrants expired unexercised. As at June 30, 2025, the following weighted average assumptions were used in the Black-Scholes option pricing model: risk-free interest rate - 2.92%; expected volatility - 9 7% which is based on the historical volatility o f Juggernaut; expected dividend yield - nil; share price of $0.07 and expected life - 0.62 years. 9. Equipment Equipment Balance - June 30, 2024 $ 115,543 Amortization (111,793) Balance - June 30, 2025 3,750 Amortization (3,750) Balance - June 30, 2026 $ -- 22 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 10. Flow-through share liability Other liability includes the liability portion of the flow-through shares issued. The following is a continuity schedule of the liability of the flow-through shares issuance: Balance at June 30, 2024 $ 680,658 Liability incurred on flow-through shares issued 13,413,884 Settlement of flow-through share liability on incurring expenditures (5,418,932) Balance at June 30, 2025 8,675,610 Liability incurred on flow-through shares issued 10,441,974 Settlement of flow-through share liability on incurring expenditures (9,556,727) Balance at June 30, 2026 $ 9,560,857 For the year ended June 30, 2026, the flow-through common shares issued in the non-brokered private placement completed on October 23, 2025 were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $10,441,974. See note 11. For the year ended June 30, 2025, the flow-through common shares issued in the non-brokered private placement completed on August 22, 2024, September 12, 2024, October 2, 2024 and June 16, 2025 were issued at a premium to the market price in recognition of the tax benefits accruing to subscribers. The flow-through premium was calculated to be $13,413,884. See note 11. The flow-through premium is derecognized through income as the eligible expenditures are incurred. For the year ended June 30, 2026, the Company s atisfied $9,556,727 ( year ended June 30, 2025 - $5,418,932) of the premium liability by incurring eligible expenditures of approximately $30,659,000 (year ended June 30, 2025 - $21,547,000) and as a result the flow-through premium has been reduced to $9,560,857 (June 30, 2025 - $8,675,610). 11. Share capital On February 7, 2025, the Company adopted a shareholder rights plan (the “Rights Plan”). The purpose of the Rights Plan is to provide protection for the shareholders and Board of Directors with adequate time to consider and evaluate any unsolicited bid and to provide the Board of Directors with adequate time to identify, develop and negotiate value- enhancing alternatives, if considered appropriate, to any such unsolicited bid. The Rights Plan has been conditionally accepted by the TSXV and is effective as of February 7, 2025 (the “Effective Date”). At the close of business on the Effective Date, one right (a “Right”) will be issued and attached to each Common Share outstanding at that time. A Right will also be attached to each common share issued after the Effective Date. The issuance of the Rights will not change the manner in which shareholders trade their common shares. The Rights Plan was ratified by shareholders at an annual general and special meeting held on March 17, 2025. a) Authorized share capital The authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. All issued shares are fully paid.- 23 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 11. Share capital (continued) b) Common shares issued As at June 30, 2026, the total number of shares issued was 177,889,945 and valued at $139,119,849. For the year ended June 30, 2025 (i) On August 22, 2024 and September 10, 2024, the Company c losed both tranches of a non-brokered private placement for gross proceeds of $6,499,604. The private placement consists of 3,767,567 non-flow-through shares at a price of $1.11 each and 1,810,629 flow-through shares at a price of $1.28 each. Goliath paid finders' fees and costs of $114,817 and 59,382 finders' warrants exercisable at $1.11 and $1.28 for 12 months. The fair value of the 59,382 finders' warrants were estimated as $24,073 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 3.41%; expected volatility - 62% which is based on the historical volatility of the Company; expected dividend yield - nil; share price of $1.11 and expected life - 1 year. (ii) On September 13, 2024, the Company c losed the first tranche of a non-brokered private placement for gross proceeds of $9,562,308. The private placement consists of 3,018,000 charity flow-through shares at a price of $1.975 each and 2,501,221 flow-through shares at a price of $1.44 each. Goliath paid finders' fees and costs $219,693 and 103,093 finder warrants exercisable at $1.26 and $1.44 for 12 months. The fair value of the 103,093 f inders' warrants were estimated as $29,799 u sing the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 3.06%; expected volatility - 61% which is based on the historical volatility o f the Company; expected dividend yield - nil; share price of $1.25 and expected life - 1 year. (iii) On October 2, 2024, the Company closed the final tranche of a non-brokered private placement for gross proceeds of $6,558,192. The private placement consists of 3,219,257 charity flow-through shares at a price of $1.975 each and 139,000 flow-through shares at a price of $1.44 each. Goliath paid finders' fees of 6% totaling $107,520 and 6% finder warrants issued for a 12 month period totaling 61,155 broker warrants. The fair value of the 61,155 finders' warrants were estimated as $19,142 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 3.00%; expected volatility - 59% which is based on the historical volatility of the Company; expected dividend yield - nil; share price of $1.27 and expected life - 1 year. (iv) On March 10, 2025, the Company closed a non-brokered private placement with McEwen Mining Inc. (“McEwen”), an arm’s length party to the Company for 5,181,347 units of the Company at a price of $1.93 per unit in exchange for the issuance to the Company o f an aggregate of 868,056 shares of common stock of McEwen (“McEwen shares”) valued at $8,776,046 based on the quoted market price on the transaction date. A loss on acquisition was recognized in the statement of loss in the amount of $1,223,954. Each unit is comprised of one (1) common share in the capital of the Company and one-half of a common share purchase warrant, resulting in the issuance of an aggregate of 2,590,673 warrants. Each warrant entitles the holder thereof to purchase one common share at an exercise price of $2.50 per common share for a period of 12 months from the date of issuance. All securities issued pursuant to the Transaction will be subject to a hold period of four months plus a day from the date of issuance. The fair value of the 2,590,673 warrants were estimated as $870,466 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 2.54%; expected volatility - 76% which is based on the historical volatility of the Company; expected dividend yield - nil; share price of $1.76 and expected life - 1 year. - 24 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 11. Share capital (continued) (v) On June 16 and 17, 2025, the Company c losed two non-brokered financings of 7 ,256,500 charity f low-through Shares”) at a price of $3.17 per Charity Flow-Through Share for gross proceeds of $23,003,103 and 1,281,545 Charity Flow-Through Shares priced at $3.17 for gross proceeds of $4,062,500 for a combined total of $27,065,605 (the “Offering). In consideration for services provided in connection with the Offering, compensation was paid consisting of: (i) a cash commission equal to 6.0% of the gross proceeds raised under the Offering which amounted to $1,623,936; and (ii) an aggregate of 512,282 common share purchase warrants of the Company, representing 6% of the number of Charity Flow-Through Shares sold under the Offering. Each purchase warrant is exercisable to acquire one common share of the Company at a price of $2.12 per common share until June 16, 2027 and June 17, 2027, respectively. All securities issued pursuant to the Offering are subject to a hold period expiring four months and one day from the date of issuance. The fair value of the 512,282 warrants were estimated as $488,717 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 2.72%; expected volatility - 74% which is based on the historical volatility of the Company; expected dividend yield - nil; share price of $2.22 and expected life - 2 years. For the year ended June 30, 2026 (vi) On October 23, 2025, the Company c losed a private placement offering for aggregate gross proceeds of $26,300,000, including the exercise in full of the option granted to the Underwriters. The Offering was comprised of the issue and sale of: (i) 1,977,157 common shares of the Company (the "National Flow-Through Shares") at a price of $4.20 per National Flow-Through Share for gross proceeds of $8,304,059; and (ii) 4,054,054 common shares of the Company ( the "BC Flow-Through Shares") at a price of $4.44 per BC Flow-Through Share for gross proceeds of $18,000,000. The Company p aid underwriters' commissions and legal fees of $1,868,164 a nd granted the underwriters 361,873 broker warrants. Each broker warrant entitles the holder thereof to acquire one common share of the Company at a price of $3.22 for a period of 24 months from date of grant. The fair value of the 361,873 warrants were estimated as $331,114 using the Black-Scholes option pricing model. The following weighted average assumptions were used: risk-free interest rate - 2.39%; expected volatility - 73% which is based on the historical volatility of the Company; expected dividend yield - nil; share price of $2.63 and expected life - 2 years. 12. Warrants The following table reflects the continuity of warrants for the years presented below: Number of Weighted Average Warrants Exercise Price Balance, June 30, 2024 18,877,894 $ 0.64 Issued (note 11(b)(i)(ii)(iii)(iv)(v)) 3,326,585 2.36 Exercised (14,885,261) 0.66 Expired (334,500) 0.30 Balance, June 30, 2025 6,984,718 1.44 Issued (note 11(b)(vi)) 404,511 2.91 Exercised (3,727,026) 0.67 Expired (2,820,426) 2.32 Balance, June 30, 2026 841,777 $ 2.59- 25 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 12. Warrants (continued) The following table reflects the warrants issued and outstanding as of June 30, 2026: Weighted Number of Grant Date Average Warrants Fair Value Exercise Contractual Outstanding Net of Costs ($) Price ($) Life (years) Expiry Date 435,390 415,362 2.12 1.21 June 16, 2027 44,514 42,466 2.12 1.21 June 17, 2027 361,873 331,114 3.22 1.56 October 23, 2027 841,777 788,942 2.59 1.11 13. Stock options and restricted share units ("RSUs") The Company's Omnibus Plan was approved at the Company’s annual general meeting on February 15, 2024. The Omnibus Plan permits the grant of options, deferred share units, restricted share units, performance share units and other share-based awards to eligible participants (as defined in the Omnibus Plan). The Omnibus Plan is a “rolling up to 10% and fixed up to 10%” security based compensation plan, as defined in Policy 4.4 - Security Based Compensation of the TSXV. The Omnibus Plan is a: (a) “rolling” plan pursuant to which the number of common shares that are issuable pursuant to the exercise of options (including the existing Options) granted under the Omnibus Plan shall not exceed 10% of the issued and outstanding common shares as at the date of any option grant; and (b) “fixed” plan under which the number of common shares that are issuable pursuant to all awards other than options granted under the Omnibus Plan and under any o ther security b ased compensation arrangement, in aggregate is a maximum of 10,399,096 common shares, in each case, subject to adjustment as provided in the Omnibus Plan and any subsequent amendment to the Omnibus Plan. (a) Stock options The following table reflects the continuity of stock options for the years presented below: Number of Weighted Average Stock Options Exercise Price Balance, June 30, 2024 11,741,557 $ 1.13 Granted (i)(ii) 2,900,000 1.85 Exercised (275,000) 0.75 Balance, June 30, 2025 14,366,557 1.28 Granted (iii)(iv)(v)(vi)(vii) 5,950,000 2.00 Exercised (2,679,918) 0.97 Balance, June 30, 2026 17,636,639 $ 1.57 (i) On March 21, 2025, the Company granted stock options of the Company to certain consultants and advisors of the Company t o acquire an aggregate of 2,600,000 c ommon shares. The stock options may be exercised at a price of $1.88 per share and expire on March 21, 2030. The stock options vested immediately. A value of $3,221,400 w as estimated for the 2,600,000 s tock options on the date of grant with the following assumptions and inputs: share price of $1.77; exercise price of $1.88; expected dividend y ield of 0%; expected volatility of 90% which is based on historical data; risk-free interest rate of 2.66%; and an expected average life of five years. - 26 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 13. Stock options and restricted share units ("RSUs") (continued) (ii) On April 24, 2025, the Company granted stock options of the Company to certain consultants and advisors of the Company to acquire an aggregate of 300,000 common shares. The stock options may be exercised at a price of $1.61 per share and expire on April 24, 2030. The stock options vested immediately. A value of $378,600 was estimated for the 300,000 stock options on the date of grant with the following assumptions and inputs: share price of $1.75; exercise price of $1.61; expected dividend yield of 0%; expected volatility o f 90% which is based on historical data; risk-free interest rate of 2.79%; and an expected average life of five years. (iii) On October 6, 2025, the Company granted stock options of the Company to a consultant of the Company to acquire an aggregate of 300,000 common shares. The stock options may be exercised at a price of $3.26 per share and expire on October 6, 2030. The stock options vested immediately. A value of $637,500 was estimated for the 300,000 stock options on the date of grant with the following assumptions and inputs: share price of $3.16; exercise price of $3.26; expected dividend yield of 0%; expected volatility o f 84% which is based on historical data; risk-free interest rate of 2.96%; and an expected average life of five years. (iv) On January 28, 2026, the Company granted stock options of the Company to certain consultants of the Company to acquire an aggregate of 1,700,000 common shares. The stock options may be exercised at a price of $2.65 per share and expire on January 28, 2031. The stock options vested immediately. A value of $2,724,000 w as estimated for the 1,700,000 s tock options on the date of grant with the following assumptions and inputs: share price of $2.57; exercise price of $2.65; expected dividend y ield of 0%; expected volatility of 75% which is based on historical data; risk-free interest rate of 2.94%; and an expected average life of five years. (v) On May 11, 2026, the Company granted stock options of the Company to a consultant of the Company to acquire an aggregate of 250,000 common shares. The stock options may be exercised at a price of $1.79 per share and expire on May 11, 2031. The stock options vested immediately. A value of $263,800 was estimated for the 250,000 stock options on the date of grant with the following assumptions and inputs: share price of $1.75; exercise price of $1.79; expected dividend yield of 0%; expected volatility o f 71% which is based on historical data; risk-free interest rate of 3.19%; and an expected average life of five years. (vi) On May 2 7, 2026, the Company g ranted stock options of the Company t o certain officers and directors of the Company t o acquire an aggregate of 3,200,000 c ommon shares. The stock options may be exercised at a price of $1.63 per share and expire on May 27, 2031. The stock options vested immediately. A value of $3,246,475 w as estimated for the 3,200,000 s tock options on the date of grant with the following assumptions and inputs: share price of $1.61; exercise price of $1.63; expected dividend y ield of 0%; expected volatility of 76% which is based on historical data; risk-free interest rate of 3.14%; and an expected average life of five years. (vii) On June 15, 2026, the Company granted stock options of the Company to a consultant of the Company to acquire an aggregate of 500,000 common shares. The stock options may be exercised at a price of $1.49 per share and expire on June 15, 2031. The stock options vested immediately. A value of $527,105 was estimated for the 500,000 stock options on the date of grant with the following assumptions and inputs: share price of $1.42; exercise price of $1.49; expected dividend yield of 0%; expected volatility o f 72% which is based on historical data; risk-free interest rate of 3.04%; and an expected average life of five years. - 27 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 13. Stock options and restricted share units ("RSUs") (continued) The following table reflects the stock options issued and outstanding as of June 30, 2026: Weighted Average Number of Remaining Number of Options Number of Exercise Contractual Options Vested Options Expiry Date Price ($) Life (years) Outstanding (exercisable) Unvested July 23, 2026 1.29 0.06 189,057 189,057 - July 29, 2026 1.52 0.08 2,628,410 2,628,410 - March 16, 2027 1.00 0.71 860,000 860,000 - September 21, 2027 1.15 1.23 290,000 290,000 - November 15, 2027 1.58 1.38 1,780,344 1,780,344 - May 24, 2028 0.61 1.90 634,550 634,550 - October 19, 2028 0.74 2.31 900,540 900,540 - December 22, 2028 0.85 2.48 347,250 347,250 - June 3, 2029 0.96 2.93 1,493,000 1,493,000 - March 21, 2030 1.88 3.73 2,263,488 2,263,488 - April 24, 2030 1.61 3.82 300,000 300,000 - October 6, 2030 3.26 4.27 300,000 300,000 - January 28, 2031 2.65 4.58 1,700,000 1,700,000 - May 11, 2031 1.79 4.87 250,000 250,000 - May 27, 2031 1.63 4.91 3,200,000 3,200,000 - June 15, 2031 1.49 4.96 500,000 500,000 - 1.57 2.85 17,636,639 17,636,639 - (b) RSUs Number of RSUs Balance, June 30, 2024 2,566,000 Granted (i)(ii)(iii) 5,465,000 Converted into common shares (330,000) Settled in cash (525,334) Balance, June 30, 2025 7,175,666 Granted (iv)(v)(vi)(vii) 3,550,000 Converted into common shares (425,000) Settled in cash (2,412,003) Balance, June 30, 2026 7,888,663 Vested, June 30, 2026 nil- 28 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 13. Stock options and restricted share units ("RSUs") (continued) (i) On August 1, 2024, the Company granted 240,000 RSUs to a consultant, which at the Board's discretion can be settled in cash, equity or a combination thereof and vest one year from the date of grant. (ii) On October 10, 2024, the Company granted 2,875,000 RSUs to certain officers and directors, which at the Board's discretion can be settled in cash, equity or a combination thereof and vest as follows: 958,334 on each of the first and second anniversaries of the date of grant and 958,333 on the third anniversary of the date of grant. (iii) On March 21, 2025, the Company granted 2,350,000 RSUs to certain officers, directors and consultants, which at the Board's discretion can be settled in cash, equity or a combination thereof and vest as follows: 783,333 on each of the first and second anniversaries of the date of grant and 783,334 on the third anniversary of the date of grant. (iv) On October 6, 2025, the Company granted 100,000 RSUs to a consultant, which at the Board's discretion can be settled in cash, equity or a combination thereof and vest one year from the date of grant. (v) On January 20, 2026, the Company granted 75,000 RSUs to a consultant, which at the Board's discretion can be settled in cash, equity or a combination thereof and vest one year from the date of grant. (vi) On January 20, 2026, the Company granted 3,165,000 RSUs to certain officers and directors, which at the Board's discretion can be settled in cash, equity or a combination thereof and vest as follows: 1,055,000 on each of the first, second and third anniversaries of the date of grant. (vii) On May 11, 2026, the Company granted 210,000 RSUs to a consultant, which at the Board's discretion can be settled in cash, equity or a combination thereof and vest one year from the date of grant. For the year ended June 30, 2026, the Company r ecorded share-based compensation expense for RSUs of $6,816,254 (year ended June 30, 2025 - $4,071,603). The RSU's are measured based on the quoted share price on the date of grant. The weighted average share price for RSUs issued during the year ended June 30, 2026 was $2.58 (year ended June 30, 2025 - $1.47). 14. Net loss per common share The calculation of basic loss per share for the year ended June 30, 2026 was based on the loss attributable to common shareholders of $31,475,806 (year ended June 30, 2025 - $30,973,855) and the weighted average number of common shares outstanding of 171,348,734 (year ended June 30, 2025 - 138,278,510). Diluted loss per share for the year ended June 30, 2026 did not include the effect of 841,777 warrants (year ended June 30, 2025 - 6,984,718), 17,636,639 stock options (year ended June 30, 2025 - 14,366,557) and 7,888,663 RSUs (year ended June 30, 2025 - 7,175,666) as they are anti-dilutive. 15. General and administrative Years Ended June 30, 2026 2025 Professional and consulting fees $ 1,164,686 $ 2,407,625 Investor relations and marketing 1,807,320 1,116,003 Share-based payments 16,016,698 8,280,972 Regulatory fees 271,893 103,368 Administrative expenses 1,161,487 769,778 Interest income - - $ 20,422,084 $ 12,677,746 - 29 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 16. Exploration and acquisition costs Years Ended June 30, 2026 2025 Golddigger Option payments - cash, shares and warrants $ 5,790,000 $ - Staking cost 10,571 18,301 Transportation 7,748,824 5,566,071 Supplies 196,259 290,682 Reports 736,383 737,274 Laboratory and analysis 3,032,122 2,604,550 Amortization 3,750 111,793 Field work exploration 3,390,865 2,643,490 Travel and accommodation 386,172 387,739 Project management 809,749 770,637 Drilling 12,620,640 9,148,672 Other 1,716,560 2,584,653 $ 36,441,895 $ 24,863,862 Luckystrike Transportation $ - $ 959,815 Supplies - 3,335 Field work exploration - 100,641 Travel and accommodation - 5,804 Project management 20,000 20,000 Drilling - 143,068 Other 24,000 61,433 $ 44,000 $ 1,294,096 B-ALL Syndicate Recovery $ (97,474) $ - Exploration and acquisition costs $ 36,388,421 $ 26,157,958 - 30 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 17. Related party transactions Related parties include the Board of Directors, officers, close family m embers and enterprises that are controlled by these individuals as well as certain persons performing similar functions. Remuneration of key m anagement of the Company was as follows: Years Ended June 30, 2026 2025 Consulting fees $ 749,828 $ 677,610 Share-based payments $ 11,515,635 $ 4,402,913 Included in accounts payable and accrued liabilities are amounts owing to officers of $25,414 as at June 30, 2026 (June 30, 2025 - $318,371). This balance is unsecured, non-interest bearing and due on demand. Included in prepaid expenses is an amount of $220,169 as at June 30, 2026 (June 30, 2025 - $nil) which was advanced to an officer of Goliath. 18. Income taxes (a) Provision for income taxes Major items causing the Company's effective income tax rate to differ from the combined Canadian federal and provincial statutory rate of 26.5% (2025 - 26.5%) were as follows: Years Ended June 30, 2026 2025 Loss before income taxes $ (31,475,806) $ (30,973,855) Expected income tax recovery based on statutory rate (8,341,000) (8,208,000) Share-based payments 4,244,000 2,194,000 Expenses not deductible for tax purposes 38,000 (815,000) Flow-through renunciation 5,587,000 4,256,000 Taxable gain on investments (2,090,000) - Other 208,000 953,000 Change in benefit of tax assets not recognized 354,000 1,620,000 Deferred income tax provision (recovery) $ - $ - (b) Deferred Income Tax Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. As at As at June 30, June 30, 2026 2025 Recognized deferred tax assets and liabilities Non-capital loss carry-forwards $ 1,423,000 $ 2,321,000 Investments (1,423,000) (2,321,000) Deferred income tax liability $ - $ - - 31 -
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Goliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 18. Income taxes (continued) Unrecognized deferred tax assets Deferred income tax assets have not been recognized in respect of the following temporary differences: As at As at June 30, June 30, 2026 2025 Non-capital loss carry-forwards $ 15,022,000 $ 17,474,000 Share issue costs 3,949,000 3,210,000 Mineral exploration property expenditures 29,808,000 24,732,000 Other 201,000 197,000 Deductible temporary differences $ 48,980,000 $ 45,613,000 Deferred tax assets have not been recognized in respect of these items because it is not probable that future taxable profit will be available against which the Company can use the benefits. As at June 30, 2026, the Company h ad available for deduction against future taxable income, non-capital losses of approximately $15,022,000 which expire over the period 2027 to 2046. 19. 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 approximately $24,085,000 by December 31, 2026. The flow-through agreements require the Company t o 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 certain tax- related amounts that become payable by t he subscribers as a result of the Company n ot 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 officers' services. As at June 30, 2026, these contracts require that additional payments of approximately $1,110,500 b e made upon the occurrence of a change of control. The minimum commitment upon termination of these contracts is approximately $1,524,600. 20. Segmented information The Company operates in a single reportable operating segment, being the acquisition, exploration and evaluation of exploration and evaluation assets in Canada. - 32 -
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G oliath Resources Limited Notes to Consolidated Financial Statements Years Ended June 30, 2026 and 2025 (Expressed in Canadian Dollars) 21. Subsequent event (i) Subsequent to June 30, 2026, the Company issued 535,000 common shares from the exercise of stock options for gross proceeds of $535,000. The Company also settled 1,058,334 RSUs through the issuance of 120,000 common shares and cash payment of $1,074,748. In addition, 2,817,467 stock options with a weighted average exercise price of $1.52 expired unexercised. - 33 -