20-F

UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 20-F

¨ REGISTRATIONSTATEMENTPURSUANTTOSECTION12(b)OR(g)OFTHESECURITIESEXCHANGEACTOF1934

OR
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fiscal Year Ended August 31, 2016

OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ________

OR
¨	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission file number 000-31204

Golden Goliath Resources Ltd.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

688 West Hastings Street – Suite 910 Vancouver, BC  V6B 1P1

(Address of principal executive offices)

J. Paul Sorbara:: 604-682-2950; jps@goldengoliath.com;

688 West Hastings Street – Suite 910 Vancouver, BC  V6B 1P1

(Name, Telephone, E-mail and/or Facsimile and Address of Company Contact Person)

Securities to be registered pursuant to Section 12(b) of the Act:  None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, without par value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 106,660,889 Common Shares

Indicate by check mark if the registrant is a well-known, seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety days Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:
(Check one)   Large accelerated filer ¨                               Accelerated filer ¨	Non-accelerated filer x

Indicatebycheckmarkwhichbasisofaccountingregistranthasusedtopreparefinancialstatementsincludedinthisfiling:
U.S.GAAP ¨    InternationalFinancialReportingStandardsasissuedbyInternationalAccountingStandardsBoard  x	Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18 x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Page 2 of 70

Index to Exhibits on Page 42

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GOLDEN GOLIATH RESOURCES LTD.

FORM 20-F ANNUAL REPORT

AUGUST 31, 2016

TABLE OF CONTENTS

Part I		Page
	Introduction	4
Item 1	Identity of Directors, Senior Management and Advisors	5
Item 2	Offer Statistics and Expected Timetable	5
Item 3	Key Information	5
Item 4	Information on the Company	9
Item 5	Operating and Financial Review and Prospects	24
Item 6	Directors, Senior Management and Employees	27
Item 7	Major Shareholders and Related Party Transactions	33
Item 8	Financial Information	35
Item 9	The Offer and Listing	35
Item 10	Additional Information	37
Item 11	Quantitative and Qualitative Disclosures About Market Risk	39
Item 12	Description of Securities Other Than Equity Securities	39

Part II
Item 13	Defaults, Dividend Arrearages and Delinquencies	39
Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	39
Item 15	Controls and Procedures	39
Item 16	Reserved	41
Item 16A	Audit Committee Financial Expert	41
Item 16B	Code of Ethics	41
Item 16C	Principal Accountant Fees and Services	41
Item 16D	Exemptions from the Listing Standards for Audit Committee	41
Item 16E	Purchases of Equity Securities by the Company and Affiliated Purchasers	41
Item 16F	Change in Registrant’s Certifying Accountant	41
Item 16G	Corporate Governance	41
Item 16H	Mine Safety Disclosure	41

Part III
Item 17	Financial Statements	41
Item 18	Financial Statements	42
Item 19	Exhibits	42

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INTRODUCTION

Golden Goliath Resources Ltd. is organized under the British Columbia Business Corporations Act.  In this Annual Report, the “Company”, “Golden Goliath”, “we”, “our” and “us” refer to Golden Goliath Resources Ltd. and its subsidiaries (unless the context otherwise requires).  We refer you to the actual corporate documents for more complete information than may be contained in this Annual Report.  Our principal corporate offices are located at 688 West Hastings Street – Suite 910 Vancouver, BC V6B 1P1.  Our telephone number is 604-682-2950.

We file reports and other information with the Securities and Exchange Commission located at 100 F Street NE, Washington, D.C. 20549; you may obtain copies of our filings with the SEC by accessing their website located at www.sec.gov.  Further, we file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing their website at www.sedar.com.  Finally, corporate information may be found at the Company’s website: goldengoliath.com.

BUSINESS OF GOLDEN GOLIATH RESOURCES LTD.

Golden Goliath Resources Ltd. is principally a mineral company engaged in the acquisition and exploration of mineral properties.

There are no known proven reserves of minerals on Golden Goliath’s properties.  The Company does not have any commercially producing mines or sites, nor is the Company in the process of developing any commercial mines or sites.  The Company has not reported any revenue from operations since incorporation.  As such, the Company is defined as an “exploration-stage company”.  The Company is not sufficiently capitalized with approximately $300,000 negative working capital at August 31, 2016 to fund the current exploration program, estimated at $50,000 for Fiscal 2017.  The Company expects to receive funds from its option agreement in order to fund its 2017 exploration program.

FINANCIAL AND OTHER INFORMATION

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements.

Forward-looking statements and information can generally be identified by the use of forward-looking terminology or words, such as, “predict”, “designed”, “potential”, “promote”, “become”, “developing”, “vision”, “plans”, “expects”, “anticipates”, “believes”, “intends”, “conducting” “estimates”, “to be”, “being”, “projects”, “hopefully”, “possibly”, “develop”, “contemplated”, “hypothesizes”, “pursue”, “likely”, “future”, “opportunities”, “going forward”, “next”, and similar expressions or variations thereon, or statements that events, conditions or results “can”, “might” “will”, “shall”, “may”, “must” “would”, “could”, or “should” occur or be achieved and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends.  Forward-looking statements are based on management's current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.  Actual outcomes and results may differ materially from these expectations/assumptions due to changes in global political, economic, business, competitive, market, regulatory and other factors.  We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.  These factors include, but are not limited to, the fact that the Company is early in its development and will need additional financing to develop its products, which factors are set forth in more detail in the sections entitled “Risk Factors” in Item #3D, “Business Overview” in ITEM #4B, and “Operating and Financial Review and Prospects” at ITEM #5.

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ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

         --- Not Applicable ---

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE.

         --- No Disclosure Necessary ---

ITEM 3.  KEY INFORMATION.

3.A.1.  Selected Financial Data

3.A.2.  Selected Financial Data

The selected financial data of the Company for Fiscal 2016, 2015 and 2014 ended August 31st was derived from the consolidated financial statements of the Company that were audited by Morgan & Company LLP, Chartered Professional Accountants, as indicated in their audit report which is included elsewhere in this Annual Report.

The Company’s consolidated financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

The selected financial data should be read in conjunction with the consolidated financial statements and other financial information included elsewhere in the Annual Report.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.

Table No. 1

Selected Financial Data

International Financial Reporting Standards

	Year	Year	Year	Year	Year
	Ended	Ended	Ended	Ended	Ended
	8/31/2016	8/31/2015	8/31/2014	8/31/2013	8/31/2012
Sales Revenue	$0	$0	$0	$0	$0
Operating Loss	($583,762)	($497,584)	($686,944)	($837,427)	($1,733,476)
Comprehensive Loss	($724,261)	($577,533)	($3,584,643)	($3,009,543)	($3,640,155)
Basic/Diluted (Loss) Per Share	($0.01)	($0.01)	($0.03)	($0.03)	($0.04)
Dividends Per Share	$0	$0	$0	$0	$0
Weighted Avg. Shares O/S	106,660,889	106,660,889	106,660,889	98,429,535	92,216,445
Period-End Shares O/S	106,660,889	106,660,889	106,660,889	106,660,889	92,216,445
Working Capital	($305,049)	($393,239)	$161,225	$1,160,344	$1,250,666
Mineral Property Interests	$2,940,819	$3,344,949	$3,318,611	$5,884,438	$7,597,438
Long-Term Obligations	$73,347	$79,674	$69,339	$62,219	$60,004
Shareholder’s Equity	$2,589,281	$3,010,154	$3,587,687	$7,172,330	$8,985,873
Total Assets	$3,069,029	$3,663,169	$3,702,306	$7,279,930	$9,149,337

3.A.3.  Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

The following table sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent fiscal periods ended August 31st, the average rates for the period, and the range of high and low rates for the period.  The data for each month during the previous six months are also provided.

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For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.  The table sets forth the number of Canadian Dollars required under that formula to buy one U.S. Dollar.  The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 2

U.S. Dollar/Canadian Dollar

	Average	High	Low	Close
November 2016		1.34	1.33	1.34
October 2016		1.34	1.31	1.34
September 2016		1.32	1.28	1.31
August 2016		1.32	1.28	1.31
July 2016		1.32	1.29	1.30
June 2016		1.31	1.27	1.30
Fiscal Year Ended 8/31/2016	1.33	1.46	1.25	1.31
Fiscal Year Ended 8/31/2015	1.22	1.33	1.09	1.32
Fiscal Year Ended 8/31/2014	1.09	1.13	1.03	1.09
Fiscal Year Ended 8/31/2013	1.02	1.06	0.97	1.06
Fiscal Year Ended 8/31/2012	1.01	1.04	0.99	0.99

3.B.  Capitalization and Indebtedness

      --- Not Applicable ---

3.C.  Reasons For The Offer And Use Of Proceeds

      --- No Disclosure Necessary ---

3.D.  RISK FACTORS

In addition to the other information presented in this Annual Report, the following should be considered carefully in evaluating the Company and its business.  This Annual Report contains forward-looking statements that involve risks and uncertainties.  The Company's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include those discussed below and elsewhere in this Annual Report.

Risks Pertaining to Golden Goliath

Cumulative Unsuccessful Exploration Efforts By Golden Goliath Personnel Could Result In the Company Having to Cease Operations:

The expenditures to be made by Golden Goliath in the exploration of its properties as described herein may not result in discoveries of mineralized material in commercial quantities.  Most exploration projects do not result in the discovery of commercially mineable ore deposits and this occurrence could ultimately result in Golden Goliath having to cease operations. Management feels that if exploration efforts were unsuccessful for a period of ten years, the Company would cease operations. If that were the case, investors would lose their entire investment in the Company.

Golden Goliath Has No Reserves on the Properties in Which It Has an Interest and If Reserves Are Not Defined the Company Could Have to Cease Operations:

The properties in which Golden Goliath has an interest or the concessions in which Golden Goliath has the right to earn an interest are in the exploratory stage only and are without a known body of ore.  If Golden Goliath does not ultimately find a body of ore, it would have to cease operations.  If that were the case, investors would lose their entire investment in the Company.

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Golden Goliath Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations. Public distributions of capital result in dilution to existing shareholders:

None of Golden Goliath’s properties have advanced to the commercial production stage and Golden Goliath has no history of earnings or positive cash flow from operations.  Golden Goliath does not know if it will ever generate material revenue from mining operations or if it will ever achieve self-sustaining commercial mining operations. Historically, the only source of funds available to Golden Goliath has been through the sale of its common shares.  Any future additional equity financing would cause dilution to current stockholders.

As of December 28, 2016, Golden Goliath currently had 3,400,000 share purchase options outstanding and nil share purchase warrants outstanding.  If all of the share purchase options and warrants were exercised, the number of common shares issued and outstanding would increase from 106,660,889 (as of December 28, 2016) to 110,060,889. This represents a potential increase of 3% in the number of shares issued and outstanding and would result in dilution to current shareholders.

Dilution Through Employee/Director/Consultant Options Could Adversely Affect Golden Goliath’s Stockholders

Because the success of Golden Goliath is highly dependent upon its respective employees, the Company has granted to some or all of its key employees, Directors and consultants options to purchase common shares as non-cash incentives.  To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted.  At December 28, 2016, there were 3,400,000 share purchase options outstanding.  (For a breakdown of dilution, refer to the risk factor entitled: “Golden Goliath Has Minimal Positive Cash Flow and No Recent History of Significant Earnings and Is Dependent Upon Public and Private Distributions of Equity to Obtain Capital in Order to Sustain Operations.  Public distributions of capital will result in dilution to existing shareholders”).

The Amount of Capital Necessary to Meet All Environmental Regulations Associated with the Exploration Programs of Golden Goliath Could Be In An Amount Great Enough to Force Golden Goliath to Cease Operations:

The current and anticipated future operations of Golden Goliath, including further exploration activities require permits from various Federal and State governmental authorities in Mexico.  Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, mine safety and other matters.  Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact on the Company and cause increases in capital expenditures which could result in a cessation of operations by the Company.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in resource exploration may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violation of applicable laws or regulations.

Large increases in capital expenditures resulting from any of the above factors could force Golden Goliath to cease operations.  If that were the case, investors would lose their entire investment in the Company.

The Risks Associated with Penny Stock Classification Could Affect the Marketability of the Common Stock of Golden Goliath and Shareholders Could Find It Difficult to Sell Their Stock:

Golden Goliath’s stock is subject to “penny stock” rules as defined in 1934 Securities and Exchange Act rule 3a51-1.  The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Golden Goliath’s common shares are subject to these penny stock rules. Transaction costs associated with purchases and sales of penny stocks are likely to be higher than those for other securities.  Penny stocks generally are equity securities with a price of less than US$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.  The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

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In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the Company’s common shares in the United States and shareholders may find it more difficult to sell their shares.

Golden Goliath is Dependent on Key Personnel and the Absence of Any of These Individuals Could Result in the Company Having to Cease Operations:

While engaged in the business of exploring mineral properties, the nature of Golden Goliath’s business, its ability to continue its exploration of potential exploration projects, and to develop a competitive edge in the marketplace, depends, in large part, on its ability to attract and maintain qualified key management personnel.  Competition for such personnel is intense and the Company may not be able to attract and retain such personnel.  Golden Goliath’s growth will depend, on the efforts of its Senior Management, particularly its: President/Director, J. Paul Sorbara; its CFO/Corporate Secretary, Stephen Pearce; Daniel Fermandez, a Director and Manager of a wholly-owned subsidiary, Minera Delta S.A. de C.V.

U.S. Investors May Not Be Able to Enforce Their Civil Liabilities Against Us or Our Directors, Controlling Persons and Officers:

It may be difficult to bring and enforce suits against Golden Goliath.  Golden Goliath is a corporation incorporated in the province of British Columbia under the British Columbia Business Corporations Act.  A substantial portion of Golden Goliath’s assets are located outside of the United States, predominately in Mexico and Canada.  As a result, it may be difficult for U.S. holders of our common shares to effect service of process on these persons within the United States or to realize in the United States upon judgments rendered against them.  In addition, a shareholder should not assume that the courts of Canada, (i) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or other laws of the United States, or (ii) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or other laws of the United States.

However, U.S. laws would generally be enforced by a Canadian court provided that those laws are not contrary to Canadian public policy, are not foreign penal laws or laws that deal with taxation or the taking of property by a foreign government and provided that they are in compliance with applicable Canadian legislation regarding the limitation of actions.  Also, a Canadian court would generally recognize a judgment obtained in a U.S. Court except, for example:

a)

where the U.S. court where the judgment was rendered had no jurisdiction according to applicable Canadian law;

b)

the judgment was subject to ordinary remedy (appeal, judicial review and any other judicial proceeding which renders the judgment not final, conclusive or enforceable under the laws of the applicable state) or not final, conclusive or enforceable under the laws of the applicable state;

c)

the judgment was obtained by fraud or in any manner contrary to natural justice or rendered in contravention of fundamental principles of procedure;

d)

a dispute between the same parties, based on the same subject matter has given rise to a judgment rendered in a Canadian court or has been decided in a third country and the judgment meets the necessary conditions for recognition in a Canadian court;

e)

the outcome of the judgment of the U.S. court was inconsistent with Canadian public policy;

f)

the judgment enforces obligations arising from foreign penal laws or laws that deal with taxation or the taking of property by a foreign government; or

g)

there has not been compliance with applicable Canadian law dealing with the limitation of actions.

As a “foreign private issuer”, Golden Goliath is exempt from the Section 14 proxy rules and Section 16 of the 1934 Securities Act. This could result in shareholders having less complete and timely Data

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result in shareholders having less complete and timely data.  The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

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Risks Pertaining to the Industry

Mineral Prices May Not Support Corporate Profit for Golden Goliath:

The resource exploration industry is intensely competitive and even if commercial quantities of mineral resources are developed (which is not guaranteed), a profitable market may not exist for the sale.  If a profitable market does not exist, Golden Goliath could have to cease operations.

Operating Hazards and Risks Associated with the Exploration-stage Mining Industry Could Result in Golden Goliath Having to Cease Operations:

Resource exploration activities generally involve a high degree of risk.  Hazards such as unusual or unexpected formations and other conditions are involved.  Operations in which Golden Goliath has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration for precious and base metals, any of which could result in work stoppages, damage to or destruction of exploration facilities, damage to life and property, environmental damage and legal liability for any or all damage.  Golden Goliath may become subject to liability for cave-ins and other hazards for which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to the Company’s perception of the relevant risks.  The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration activities and could force Golden Goliath to cease operations.

ITEM 4.  INFORMATION ON THE COMPANY

4.A. History and Progress of the Company

Introduction

Golden Goliath’s executive office is located at:

688 West Hastings Street – Suite 910

Vancouver, British Columbia, Canada V6B 1P1

Telephone: 604-682-2950

Facsimile: 604-685-3764

Website: www.goldengoliath.com

Email: jps@goldengoliath.com

The contact person is: Mr. J. Paul Sorbara, President/Director.

Golden Goliath’s fiscal year ends August 31st.

Golden Goliath’s common shares trade on the TSX Venture Exchange under the symbol: “GNG”.  The common shares also trade in Europe on the Berlin Stock Exchange, the Frankfurt Stock Exchange, the Munich Stock Exchange, and the XETRA Exchange.

The authorized capital of Golden Goliath consists of an unlimited number of common shares without par value. At August 31, 2016, the end of the most recent fiscal year, there were 106,660,889 common shares issued and outstanding; and at December 28, 2016 there were 106,660,889 common shares issued and outstanding.

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).

Incorporation and Name Changes

The Company was incorporated in British Columbia under the Company Act (British Columbia) on June 12, 1996 by Certificate of Incorporation under the name 521858 B.C. Ltd. and was granted a certificate of change of name on September 10, 1998 under the name of Golden Goliath Resources Ltd.

Subsidiaries

The Company has two wholly-owned subsidiaries:

a.  Minera Delta SA de CV; incorporated in Mexico on July 17, 1992; and

b.  4347 Investments Ltd.; incorporated in British Columbia on February 3, 1999.

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Financings

The Company has financed its operations through funds raised public/private placements of common shares.  Also shares have been issued upon exercise of options and warrants; and as agent commissions.  Refer to ITEM #10.A.6 for additional information.

Fiscal Year	Nature of Share Issuance	Number of Securities	Gross Amount
Fiscal 2016	Nil
Fiscal 2015	Nil
Fiscal 2014	Nil
Fiscal 2013	Private Placement	14,444,444	$1,300,000
Fiscal 2012	Nil

Capital Expenditures

Fiscal Year	Capital Expenditures	Purpose
Fiscal 2016	$264,808	Mineral Property Expenditures
	$Nil	Purchase of Capital Assets
Fiscal 2015	$107,552	Mineral Property Expenditures
	$Nil	Purchase of Capital Assets
Fiscal 2014	$317,259	Mineral Property Expenditures
	$Nil	Purchase of Capital Assets

Plan Of Operations

Source of Funds for Fiscal 2017 Ending August 31, 2017

The Company’s primary source of funds since incorporation has been through the issuance of equity.  As of August 31, 2016, the Company had negative working capital of ($305,049).  During August 2015, the Company completed an agreement whereby the Company optioned a property for $3 million in payments over three years. Subsequent to the fiscal year ended August 31, 2016, the Company received a payment of US$100,000 under the agreement.

Use of Funds for Fiscal 2016 Ending August 31, 2017

During Fiscal 2017, the Company estimates that it might expend approximately $75,000 on general/administrative, investor-relations expenses, etc.  During Fiscal 2017, the Company estimates that it might expend approximately $50,000 on property exploration/development.

Anticipated Changes to Facilities/Employees

The Company has no current plans to add any additional personnel.  Management anticipates that any additional property exploration efforts will be carried out by outside contractors.

United States vs. Foreign Sales

The Company has recorded no sales since incorporation.

At August 31, 2016, $3,022,846 in assets were located in Mexico, primarily mineral properties and $46,183 in assets were located in Canada, primarily current assets.

At August 31, 2015, $3,527,882 in assets were located in Mexico, primarily mineral properties and $135,287 in assets were located in Canada, primarily current assets.

At August 31, 2014, $3,495,666 in assets were located in Mexico, primarily mineral properties and $206,640 in assets were located in Canada, primarily current assets.

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4.B.  BUSINESS OVERVIEW

Corporate Overview

Golden Goliath Resources Ltd. is a junior exploration company listed on the TSX Venture Exchange (symbol GNG).  The Company is focused on exploring and developing the gold and silver potential of an historic mining camp located in the Sierra Madre Occidental Mountains of northwestern Mexico.  The Uruachic mining camp lies directly in the center of the several-hundred-kilometer trend of important past producers and new discoveries that characterize the Sierra Madre Occidental.  Uniquely, Golden Goliath controls an entire old mining camp, or district, that covers an area of 15-kilometers by 25-kilometers, with numerous past-producing gold and silver mines dating back to the time of the Spaniards.  Golden Goliath’s Uruachic claims are owned 100% by the Company (except the Corona Property which Comstock Metals currently has a 50% interest) and are fully paid for with no property option or purchase payments to make.

On November 5, 2015, the Company signed a Definitive Property Option Agreement with Fresnillo PLC whereby they could option seven of the Company’s eight Uruachic mineral properties.  Under the terms of the agreement, Fresnillo may earn a 100% interest (subject to a 1% net smelter royalty half of which may be purchased for US$500,000) in the La Reforma, Nueva Union, Oteros, Las Bolas, Nopalera, La Barranca and Corona properties by making cash payments totaling US$3,000,000 over three years and by paying all mining rights (property taxes) and conducting all assessment work required to keep the properties in good standing.  The Company will keep an undivided 100% interest in its principal property in the District, San Timoteo, where work has been focused for the last several years.  During the year, pursuant to a letter of intent dated July 14, 2015, Fresnillo advanced $328,254 (4,154,580 Mexican pesos) to the Company through two promissory notes in order to initiate negotiations to sign the definitive agreement.  The promissory notes were unsecured, due on demand, and bore interest at the Mexican prime rate plus 5% per annum.  At the signing of the definitive agreement on November 5, 2015, these promissory notes were cancelled and the amounts outstanding plus interest were applied to the cash payments schedule per the agreement.

Under its property agreement with Comstock Metals on the Corona Property, the Company will pay Comstock 50% of 1/7 of the Fesnillo PLC option agreements received in relation to Comstock’s 50% interest in the Corona Property as it is 1 of the 7 optioned by the Company to Fresnillo.

Golden Goliath owns two other significant properties outside of the Uruachic Camp.

The La Cruz Property is a silver exploration project located on the eastern edge of the Sierra Madre Belt.   La Cruz has several old mine workings and extensive old dumps, attesting to considerable past production.  However the property has been inactive for at least 75 years and there are no available records of production or previous exploration drilling.  La Cruz gained the attention of well-known international silver producer, Pan American Silver, and in September 2007, Golden Goliath signed an Option and Joint Venture Agreement with Pan American’s Mexican subsidiary.  Under the terms of the option agreement, Pan American Silver Corp’s Mexican subsidiary, Minera Corner Bay S.A. de C.V., had the right to earn a 60% interest in La Cruz by making cash payments totaling US$300,000 and spending US$450,000 on the property over a period of three years. Pan American also had the right to earn an additional 15% by completing a feasibility study.  This option was terminated after an initial drill program conducted by Corner Bay.

The other exploration property is the Chamizal Property.  This property differs from the others in that it is a lead, zinc, silver target and it lies outside of the Sierra Madre in central Chihuahua State.  This region hosts two lead, zinc, silver mines called Santa Eulalia and Naica.  Together these two deposits have produced 60 million tonnes of ore grading 15% combined lead-zinc and 150 grams silver per tonne.  The Chamizal Property is hosted in the same geological formation as the Santa Eulalia and Naica and also has the same style of alteration.  Chamizal also has old workings that were used to produce lead, zinc and silver, and as in Uruachic, these workings have never been drilled.

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Figure No. 1

Mineral Property Location Map

Under an agreement signed in May 2007 and amended in April 2011, the Company optioned to Comstock Metals Ltd. (“Comstock”) the right to earn up to a 75% and 60% interest respectively in the Corona and El Chamizal properties in exchange for Comstock spending $500,000 and $200,000 on the respective properties before February 8, 2014, and issuing 300,000 (300,000 common shares received) and 150,000 (25,000 common shares received) common shares respectively to the Company over a period of two years. In order to keep the option in good standing, Comstock paid $50,000 and issued an additional 200,000 common shares to the Company.  Comstock spent in excess of $1,000,000 at Corona and effective April 9, 2013 the Company and Comstock entered into a joint venture agreement to further explore the property whereby Comstock shall act as the operator. Subsequently, the Company was advised that Comstock no longer wishes to participate in the joint venture. At the time of the termination, Comstock had earned a 50% interest in the Corona Property. Comstock also advised the Company that it dropped the El Chamizal option and Golden Goliath retains a 100% interest in the El Chamizal Property.

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Exploration costs on the Company’s properties for the 2014 and 2015 fiscal years are detailed below:

	San Timoteo Oro Leon Nueva Union La Reforma	Oteros La Esperanza La Hermosa	Bufalo La Barranca	Los Hilos Las Bolas El Manto Don Lazaro La Verde	­ Nopalera Flor de Trigo	­ Corona Beck         El Chamizal El Canario La Cruz	­ Las Trojas La Gloria Todos los Santos Los Cantiles	Total
Balance, August 31, 2014	$                --	$              --	$              --	$  2,056,505	$    927,333	$              --	$              --	$  2,983,838
Geology and mapping	198	--	--	340	--	--	--	538
Property taxes and passage rights	18,317	6,085	29,044	6,387	14,957	15,261	571	90,622
Salaries	634	--	--	--	--	--	--	634
Travel	287	--	--	51	--	--	--	338
Facilities and other	10,360	--	--	4,603	--	--	457	15,420
Write down	(29,796)	(6,085)	(29,044)	--	--	(15,261)	(1,028)	(81,214)
Balance, August 31, 2015	--	--	--	2,067,886	942,290	--	--	3,010,176
Incurred during the year
Geology and mapping	110	--	--	--	--	--	--	110
Property taxes and passage rights	36,843	17,222	93,396	18,087	30,139	45,358	1,615	242,660
Facilities and other	15,108	--	--	--	6,590	--	340	22,038
Option payment received	(25,001)	(17,222)	(93,396)	(314,300)	(171,706)	(43,140)	(1,615)	(666,380)
Write down	--	--	--	--	--	(2,218)	(340)	(2,558)
Balance, August 31, 2016	$        27,060	$             --	$             --	$  1,771,673	$   807,313	$            --	$               --	$    2,606,046

Material Effects of Government Regulations

The Company's exploration activities are subject to extensive and costly environmental requirements regulated in all countries in which the Company operates under various federal, state, provincial and local laws relating to the protection of the environment, which generally includes air and water quality, hazardous waste management and reclamation.  Environmental hazards may exist on the properties in which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of the properties. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.  Current and future laws, regulations and permits will impose significant costs, liabilities or obligations or could limit or prevent the Company’s ability to continue operations or undertake new operations.

In particular, regulatory requirements to which the Company is subject to in Mexico include certain permits that require periodic or annual renewal with governmental and regulatory authorities.  In addition, the Company is required to comply with existing permit conditions.  The Company believes that it is currently in full compliance with existing permit conditions.  Although its permits have been renewed by governmental and regulatory authorities in the past, there is a risk that the applicable governmental and regulatory authorities will not renew the permits as they expire, or that pending or future permit applications will not be granted, or that existing permits will be revoked.  In the event that the required permits are not granted or renewed in a timely manner, or in the event that governmental and regulatory authorities determine that the Company is not in compliance with its existing permits, the Company may be forced to suspend operations.

In October 2013, the Mexican government enacted significant changes to the mining tax and royalty regime which have significant impacts on the mining industry.  Currently, the Company’s property interests in Mexico are subject to annual property taxes of $240,000 per year. Under the property option agreement with Fresnillo, Fresnillo is responsible for approximately $200,000 of the annual taxes and the Company is responsible for approximately $40,000 on its claims which are not optioned to Fresnillo.

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Fiscal 2016 Property Acquisition and Exploration

During Fiscal 2016 ended August 31, 2016, the Company conducted an exploration program on its 100% owned San Timoteo property. The program utilized the Company’s Terraspec machine to analyze clay materials property wide from existing drill core and other samples, including samples from the area of the 500 level of the San Martin adit. Different clay minerals form at different temperatures and can be used to differentiate different level in the epithermal system that deposited the mineralization. Base metals are deposited first in the deepest levels and are sometimes related to porphyry style mineralization. Porphyritic rocks have been encountered at San Timoteo and that potential may exist at greater depth. A successful goal of the program was to confirm that the Level 5 tunnel, which is the lowest old working on the property, is above the pale boiling level indicating greater potential at depth. The program will allow the Company to build a 3D model of clay mineralogy to aid in the planning of future drilling.

Previous exploration on San Timoteo property was concentrated in the area of the past producing San Martin mine on the eastern side of the property. The principal working at San Martin is the 500 level adit, which has a diameter of over 3 meters, making it the largest diameter old tunnel in the district. The 500 level is approximately 500 meters long and is also the only old working in the Uruachic District known to have used tracks. Previous detailed mapping and rock channel sampling revealed that there are three mineralized shoots exposed within San Martin. A zone of manto, or blanket, style mineralzation was also identified in this area. Additional non continuous sampling outside of this section also returned good values. The true thickness and grade of the blanket or manto style mineralization is not certain due to limited exposure. Direct modelling of the three shoots dimensions and grades below the 500 level is uncertain due to the lack of drill data in the specific areas, but relatively nearby drill holes do show significant mineralization. Potential for deeper, porphyry-related copper and gold mineralization was also identified.

Based on the results of the 2016 exploration program the Company’s geological team has been working on designing a follow up drill program.  This program would involve a review and interpretation of existing geochemical, geophysical and geological data in light of the new clay mineralogy work, followed by a total of 18 drill holes totaling approximately 5,100 meters.  Six of the proposed holes would be from underground, within the San Martin tunnel and a further 12 holes from surface. The proposed program would cost a minimum of $1 million. The Company is monitoring market conditions, which are improving, and investigating the feasibility of raising the required funds.

Fresnillo continued its exploration work on the 7 properties optioned from the Company and, subsequent to the year-end, an option payment of US$100,000 was received by the Company.

The Company had working capital (deficit) of ($305,049) at August 31, 2016 compared to a deficit of ($393,239) at August 31, 2015.  The Company’s cash position at August 31, 2016 was $57,880.

Other than property taxes on its claims which have not been optioned to Fresnillo of approximately $40,000 per year, the Company does not have any capital resource commitments. The Company has financed its operations almost exclusively through the sale of its common shares to investors and will be required to continue to do so for the foreseeable future.

Fiscal 2015 Property Acquisition and Exploration

During Fiscal 2015 ended August 31, 2015, no significant field work was conducted on the Company’s properties.  Presentations about the Company’s properties as well as field tours and discussions about possible options and/or partnerships were conducted.  The Company looks to advance the properties by way of partnerships, strategic alliances and possible future equity financings depending on market conditions.

Golden Goliath personnel conducted site visits by other parties on several of the Company’s properties in the Uruachic district.  No significant new work was conducted on the Company’s other properties.

During the second fiscal quarter ended February 28, 2015, discussions with a major company regarding possible option agreements were initiated and continued into the due diligence phase.

Cost cutting measures continued company-wide due to market conditions.

Subsequent to the year end, the Company signed a definitive agreement for the option of seven of the Company’s eight Uruachic mineral properties.  The Definitive agreement was signed in early November.  Plans for exploration work on the other Uruachic property (San Timoteo) were formulated.

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The Company has financed its operations almost exclusively through the sale of its common shares to investors and will be required to continue to do so for the foreseeable future.

The Company had working capital (deficit) of ($393,239) at August 31, 2015 compared to of $161,225 at August 31, 2014.  The Company’s cash position at August 31, 2015 was $99,235.

Other than property taxes which are approximately $240,000 per year, the Company does not have any capital resource commitments.

Fiscal 2014 Property Acquisition and Exploration

First Quarter 2014

Overall Performance

During the first fiscal quarter, ending November 30, 2015, exploration activities of the Company were focused on the report compilation and writing stage from the program of underground rehabilitation, mapping, and sampling on the San Timoteo property that had been ongoing throughout the preceding quarters.  Cost cutting measures were implemented company-wide in 2013 due to market conditions and no new field work was initiated on the Company’s other properties.  The Company looks to advance the properties by way of partnerships, strategic alliances and possible future equity financings depending on market conditions and seeking out these opportunities was done during the first quarter and is ongoing.

San Timoteo Property

The exploration program on the San Timoteo property was concentrated in the area of the past producing San Martin mine. Numerous sub levels were opened for the first time since the mine shut down, believed to be around the time of the Mexican Revolution.  This was followed by surveying, detailed geological and structural mapping, clay mineralogy analysis and structural setting studies. The detailed rock sampling on many levels showed the presence of several high grade ore shoots along the 500 meter trend of the main level.  The depth extension and dimensions of these shoots needs to be determined, as well as grades at depth. This work was conducted on a low cost basis, without the use of mechanized equipment and expensive sub-contractors, in accordance with the Company’s cost-cutting measures.  The Company’s ability to do this stems from the property’s location adjacent to the town of Uruachic, which is a source of excellent local labor.  The Uruachic district is a nested caldera complex, which is one of several associated with other producing mines in the northern region of the Sierra Madre Occidental geologic province.  Some of these are well known, large regional structures, such as the Ocampo caldera.  The Uruachic complex lies to the southeast of the Ocampo caldera.  Calderas that are not excessive in geological age often have a circular topographical expression. The local structural setting analysis of the northern portion of the Uruachic area, where the San Timoteo property lies, showed that the San Martin workings lie on the edge of a smaller circular feature, within the complex, at the point of intersection with linear features interpreted to be faults.  This is viewed as a favorable setting for the development of caldera related mineral deposits.  The program also involved revisiting data from old drill holes that were completed further to the west, away from the San Martin workings.  Potential for deeper, porphyry-related copper and gold mineralization was identified.  The Company is pleased with the results of this work.  Further refinements to the main report and additional data plotting and 3D-modeling, carried on into the following quarter and is still ongoing.

Other Properties

During the quarter ending November 30, 2015 no significant new work was conducted on the Company’s other properties.

Second Quarter 2014

Overall Performance

During the second fiscal quarter, ending February 28, 2014, exploration activities of the Company were focused on refining the plans and sections highlighting the area 500-level adit and the area beneath it in the old San Martin mine.  This was the completion of the program of underground rehabilitation, mapping, and sampling on the San Timoteo property that had been ongoing throughout the preceding quarters.  Cost cutting measures were implemented company-wide in 2013 and 2014 due to market conditions.  The Company has parties interested in possible option agreements and conducted several tours of certain properties, including Las Bolas. A small program of rehabilitation was initiated in March on the El Manto tunnel, which is located on the western side of the Las Bolas property, in order to further facilitate this review.  The Company looks to advance the properties by way of partnerships, strategic alliances and possible future equity financings depending on market conditions.

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San Timoteo Property

The exploration program on the San Timoteo property was concentrated in the area of the past producing San Martin mine.  The principal workings at San Martin are located at the 500-level adit, which has a diameter of over three meters, making it the largest diameter tunnel on any of the Golden Goliath properties.  The 500 level is over 500 meters long and is also the only old working in the Uruachic camp known to have used tracks.  The mapping and sampling program revealed that there are three mineralized shoots exposed within San Martin.  A zone of manto, or blanket, style mineralization was also identified in this area.  The shoot closest to the entrance of the 500-level tunnel is known as Manatial.  All structures contained gold/silver values from continuous channel sampling: this structure is exposed for 32 meters; in the central area of the tunnel, the La Cascada structure is exposed for 78 meter; and at the far end of the 500 level, the Pozo de Agua structure is exposed for at least 84 meters.  Additional non continuous sampling outside of this section also returned good values.  The true thickness and grade of the blanket or manto style mineralization is not certain due to limited exposure.  Modeling of the three shoots dimensions and grades below the 500 level is uncertain due to lack of drill data in the specific areas, but relatively nearby drill holes do show significant mineralization.  Potential for deeper, porphyry-related copper and gold mineralization was identified by this program.

Other Properties

During the quarter ending February 28, 2014, no significant new work was conducted on the Company’s other properties.

Third Quarter 2014

Overall Performance

During the third quarter ending May 31, 2014, cleaning and rehabilitation work continued at the El Manto tunnel on the Company’s Las Bolas property.  Presentations about the Company’s properties as well as field tours and discussions about possible options and/or partnership agreements also continued.  Cost cutting measures continued company-wide due to market conditions.  The Company looks to advance the properties by way of partnerships, strategic alliances and possible future equity financings depending on market conditions.

Las Bolas Property - El Manto Tunnel

The old El Manto Mine lies on the western side of the Las Bolas property at the lowest topographical area on the property, adjacent to the Rio Uruachic river.  It is located approximately 888 metres west of the old Las Bolas Mine and 368 meters topographically below it.  El Manto is 1,545 meters west of the Los Hilos Mine, which is on the east side of the Las Bolas property and about 555 vertical meters lower than Los Hilos.  The old El Manto Mine is reported by locals as having produced high grade silver mineralization, grading up to 10kg/ton, in manto style mineralization.

There are actually two tunnels in the old El Manto Mine area.  Rehabilation of one of these was attempted in 2010.  Geological mapping and sampling was conducted, but due to the intense alteration and oxidation of the rock, this tunnel collapsed and work had to cease for safety reasons.  In March 2014, the rehabilitation of the second tunnel was started. The tunnel has now been cleared for a distance of 60 meters. Preliminary mapping has identified oxidized manto or “blanket” zones, as well as mineralized faults containing lead, zinc and silver mineralization as well as intense, pervasive clay alteration.  This work had to be stopped at the end of May due to rockfalls causing dangerous working conditions.  Extensive timbering will be required to continue this work.

Other Properties

During the quarter ending May 31, 2014, Golden Goliath personnel conducted site visits by other parties on several of the Company’s properties in the Uruachic district.  No significant new work was conducted on the Company’s other properties.

Fourth Quarter 2014 and Fiscal Year

Overall Performance

During the year ended August 31, 2014 no significant field work was conducted on the Company’s properties. Presentations about the Company’s properties as well as field tours and discussions about possible options and/or partnerships were conducted.

Cost cutting measures continued company-wide due to market conditions.  The Company looks to advance the properties by way of partnerships, strategic alliances and possible future equity financings depending on market conditions.

Other Properties

During the year ended August 31, 2014, Golden Goliath personnel conducted site visits by other parties on several of the Company’s properties in the Uruachic district.  No significant new work was conducted on the Company’s other properties.

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4.C. Organization Structure

The Company was incorporated in British Columbia under the Company Act (British Columbia) on 6/12/1996 by Certificate of Incorporation under the name 521858 B.C. Ltd. and was granted a certificate of change of name on September 10, 1998 under the name of Golden Goliath Resources Ltd.  The authorized capital of the Company consists of an unlimited number of common shares without par value.

The Company directly or indirectly owns all of the issued and outstanding shares of Minera Delta S.A. de C.V. (“Minera Delta”).  Currently there are 50,000 Class “B” shares issued and outstanding in the capital of Minera Delta, 49,999 of which are held directly by the Company and one Class “B” share is held indirectly through 4247 Investments Ltd. (“4247”).  4247 is a wholly owned subsidiary of the Company, incorporated under the Company Act (British Columbia) on February 3, 1999.

Minera Delta is a Mexican mining company that was incorporated under the laws of Mexico on July 17, 1992. The business office of Minera Delta is located at Pascual Orozco 909, 3er Piso, Desp. 13, Chihuahua, Chih, Mexico, CP31240.

4.D.  Property, Plant and Equipment

This section first discloses where Golden Goliath’s office is located in Canada and then describes the mineral properties in which Golden Goliath has an interest.  In the description of the mineral properties, it is disclosed that these properties are only exploration stage properties and that a substantial amount of capital will have to be spent on each property before management will know if they contain commercially viable mineral deposits.

Golden Goliath’s executive offices are located in rented premises of approximately 700 sq. ft. at Suite 910, 688 West Hastings Street, Vancouver, British Columbia Canada V6B1P1.  Golden Goliath began occupying these facilities in August 2016.  Monthly rent is $1,000 and is occupied on a month-to-month basis.

All of the Company’s current mineral exploration properties except two (Chamizal and La Cruz) are located in close proximity to each other within the historic mining district of Uruachic in Chihuahua, Mexico.  Golden Goliath has a 100% interest in 10,000 hectares (25,000 acres) in the district, subject to a JV agreement with Comstock (50% interest) on the Corona property and an option agreement with Fresnillo PLC, who can earn up to a 100% interest in seven of the Company’s Uruachic properties. Under the terms of the agreement, Fresnillo may earn a 100% interest (subject to a 1% net smelter royalty half of which may be purchased for US$500,000) in the La Reforma, Nueva Union, Oteros, Las Bolas, Nopalera, La Barranca and Corona properties by making cash payments totaling US$3,000,000 over three years and by paying all mining rights (property taxes) and conducting all assessment work required to keep the properties in good standing.  The Company will keep an undivided 100% interest in its principal property in the District, San Timoteo, where work has been focused for the last several years.  

Mineral Properties

The Company has a 100% interest (except for a 50% interest in the Corona Property) in claims grouped into seven properties totaling 20,794 acres within the Uruachic Mining District.  The Company also owns two other significant properties outside of the Uruachic Camp.  One, La Cruz, is a silver property located on the eastern edge of the Sierra Madre Belt.  The other exploration property that Golden Goliath owns is Chamizal; this property differs from the others in that it is a lead, zinc, silver target and it lies outside of the Sierra Madre in central Chihuahua State.

Uruachic Mining Camp Properties

The Company originally acquired a 100% interest in the seven Uruachic Mining Camp properties and the Chamizal Property, partially as a result of a default on a promissory held by Golden Goliath from Minera Uruachic S.A. de C.V. (“Minera Uruachic”).  Minera Uruachic originally purchased certain claims from local residents.  Minera Uruachic is a related company to Golden Goliath in that it is controlled by J. Paul Sorbara, the President/Director of Golden Goliath and Daniel Nofrietta Fernandez, a Director of Golden Goliath.

The town of Uruachic is located in the northwestern part of Chihuahua State, some 60 kilometers south of the main highway connecting the cities of Chihuahua and Hermosillo, Sonora.  A secondary road leads from the highway to the waterfalls at Basaseachic and then continues south for a further 45 kilometers to Uruachic.  The geographic (Google Earth) coordinates for the town are: 27° 52’ 06” North and 108° 12’ 52” West.

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The Uruachic district is located approximately 250 kilometers southwest of the city of Chihuahua.  The town of Uruachic of 1,000 people is located in the approximate center of the project area.  Access to the area is via a paved highway from the city of Chihuahua to Las Estrellas, then via a gravel road to the project area.  Total travel time from Chihuahua is about six hours.  Local services, such as gasoline and food, are available in Uruachic.  Power lines run from Las Estrellas to Uruachic.

The project area is located in the Sierra Madre Occidental mountain range, and elevations in the area are from 1000 meters to 2000 meters.  Topography is moderate to rugged.  During winter from November to January, the temperature can drop below freezing and snow and ice are common at the higher elevations.  During July and August, rain is very common and roads are often washed out.  Vegetation at lower elevations is tropical, while oak and pine forests cover higher elevations.

The Uruachic mining camp is predominantly underlain by Tertiary volcanic rocks on the Lower Volcanic Complex, cut locally by small intrusive bodies.  These rocks are highly favorable for hosting gold and silver mineralization, with an estimated 90% of the precious metal mines in the Sierra Madre Occidental occurring within this package.  Throughout most of the Sierra Madre, the Lower Volcanic Sequence is covered by a thick layer of rhyolitic tuffaceous rocks of the Upper Volcanic Sequence, which prohibits the exploration of the favorable rocks underlying it.  In the Uruachic area, the Rio Oteros has eroded the overlying rhyolitic rocks and has left exposed a complete section through the Lower Volcanic suite.  It is in these highly altered rocks that the precious metal mineralization of the Uruachic camp is found.

The history of the Uruachic mining camp dates back to 1735 when two Spaniards searching for gold and silver founded the town in order to exploit the areas riches.  At that time the Town was named Real De Minas De Santa Rosa De Uruachic.  The town and the many mines surrounding it became very prosperous, eventually minting their own silver coins.   The prosperity continued until about the time of the Mexican Revolution in the early 1900’s.

Figure No. 3

Uruachic Mining Camp Map

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San Timoteo Property.  The San Timoteo property includes several claims, which total 793 hectares.  These are San Timoteo, San Timoteo II, Oro Leon, Las Trojas and Bufalo B.

La Reforma Property.  The La Reforma property comprises three claims totaling 987.4 hectares.  The claims are La Reforma, La Lluvia and Bufalo A.

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Nueva Union Property.  The Nueva Union property has just one claim, called Nueva Union, which covers 211.89 hectares.

Los Hilos/Las Bolas Property.  The Las Bolas property comprises seven claims totaling 656.76 hectares: Los Hilos, Los Hilos II, Los Hilos II Frac.1, Mina de Las Bolas, Don Lazaro, El Manto, Ampliation La Verde.

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Nopalera Property.  The Nopalera property comprises three claims totaling 1,308.65 hectares; Nopalera, Nopalera II and La Flor Del Trigo.

Oteros Property.  The Oteros property is comprised of three claims totaling 1,130.00 hectares: Oteros, Esperanza and Bufalo R2.

Corona Property.  The Corona property consists of six claims that total 850 hectares (2,100 acres): Corona, Corona II, Corona III, Corona Norte, Corona Sur and La Esperanza. Under and agreement originally signed in May 2007, and later amended October 2007 and June 2010, the Company optioned the Corona and El Chamizal properties to a company which undertook to spend $500,000 and $200,000 on the respective properties over a period of three years and issue 300,000 and 150,000 shares respectively to the Company over a period of three years from when the company lists its shares on a stock exchange.  Comstock Metals Ltd. listed on the TSX Venture Exchange in August 2011.  The Company received notice from Comstock that it had spent in excess of $1,000,000 at Corona and, effective April 9, 2013, the Company and Comstock entered into a joint venture agreement to further explore the property whereby Comstock shall act as the operator.  The Company was to be responsible for 40% of all exploration costs going forward.  The Company was advised during 2014 that Comstock would no longer participate in the joint venture, as such, the Company is responsible for 100% of the costs associated with the Corona Property, and Comstock retains a 50% interest in the property.

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La Cruz Property.  The La Cruz property has one claim, called La Cruz covering 90.00 hectares which was staked by the Company in 2006.  Preliminary surface mapping was completed by Golden Goliath, along with underground mapping and sampling of some of the several old mine workings on the property.  The property gained the attention Pan American Silver, who conducted at least two property examinations.  La Cruz was then optioned to the Mexican subsidiary of Pan American.  An internal claim, called La Cruzada, was obtained directly by Pan American and was rolled into the agreement. The agreement has since been terminated with the La Cruz property being returned to the Company.

The La Cruz Property, which is not in the Uruachic Camp, lies on the extreme eastern edge of the Sierra Madre Occidental.  The property hosts numerous old underground workings and dumps along a 1.5 kilometer trend.  The workings and extensive dumps are associated with two parallel, strongly silicified and brecciated structures separated by a distance of about 200 meters.  The structures strike Az 220º, dip 75º N, and average about two-meters to five-meters in width at the surface.  The workings, mostly shafts, appear to extend from 25-meters to 80-meters and preliminary mapping indicates that the structures widen at depth.  The main working area occurs on a hill that rises about 250 meters above the adjacent plains.  A principal working, adjacent to the mojonera, lies about 75 meters above the base of this hill and appears to be the lowest working level, and the top of the hill lies some 300 meters to the south.

The age of the workings is uncertain, but they are not recent and it appears that no drilling has ever been done on the ground.  A Company director first visited this property about 20 years ago and at that time asked a 70-year-old man who was born in the local village of Tajirachic about the mines.  The local replied that they were already closed down when he was a boy.  Subsequent claim owners (individuals, not companies) only worked the old dumps in a limited way.

Preliminary work by the Company’s geologists included taking 17 chip samples across widths ranging from 1.0 meters to 2.5 meters and averaging 1.75 meters.

Tertiary volcanic rocks underlie the La Cruz claim, with andesites being overlain by rhyolites and ignimbrites.  The rocks are intensely fractured and silicified with fracture fillings of grey quartz.  Silver sulphide mineralization is present along with iron and manganese oxides.  The fractures have predominant trends of north-south, Az 340 and Az 025 with vertical dips and the working following the northeast trend.   A breccia zone that is about 3.5 meters wide on surface characterizes the mineralized trend.  Preliminary examination of the old shafts has been conducted to a depth of 45 meters, but they appear to descend to about 80 meters.

The La Cruz property is located in the central part of Chihuahua State, approximately 1.5 hours’ drive south-southwest of the city of Cuauhtemoc, and has good road access to within a few kilometers of the property.  The road follows an arroyo for the last few kilometers, but this section can easily be rehabilitated.  Geographic coordinates for the mojonera are Latitude 28º 02’ 52.14” and Longitude 107º 09’ 56.94”.

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Chamizal Property

The Chamizal property consists of two claims, Chamizal Este and Chamizal Oeste, which cover an area of 689.00 hectares.

The Chamizal property, which is outside of the Uruachic camp and the Sierra Madre Occidental, has not had extensive exploration work to date.  Surface and underground mapping, as well as preliminary geochemical sampling has been conducted, but no geophysical surveys have been completed.

In May 2007 and amended April 2011, the Company optioned the Corona and El Chamizal properties to Comstock which undertook to spend $500,000 and $200,000 on the respective properties over a period of three years and issue 400,000 (150,000 shares received) and 150,000 (25,000 shares received) shares respectively to the Company over a period of two years.  In order to keep the option in good standing, Comstock must also pay $50,000 (received) and issue 200,000 shares to the Company (received).  Comstock later advised the Company that it will no longer proceed with the El Chamizal option and has returned a 100% interest in the Property back to the Company.  

The Chamizal Property is not in the Uruachic Camp.  This property is part of a potentially very important massive play located 85 kilometers south-southwest of the city of Chihuahua in central Chihuahua State.  This region hosts the famous Santa Eulalia and Naica mining districts which have carbonate hosted, massive Pb-Zn-Ag mineralization.  The Santa Eulalia district, located 90 kilometres northeast of Chamizal, has a mining history dating back to the late 1500's.  The Chamizal Property is underlain by the same limestone formation that hosts the mineralization at Santa Eulalia and Naica, and has old mine workings in both the northeast and southwest portion of the property.  The southwestern workings comprise two tunnels that total more than 400 meters in length and contain large stopes where replacement style Pb-Zn-Ag mineralization has been mined.  Despite the presence of two sizable adits with stopes and one shaft attesting to past mine production, there is no record of any drilling ever having been done on the Chamizal Property.

The Chamizal Property lies in central Chihuahua, approximately 80 kilometers west of the famous Naica Pb-Zn-Ag mine, and about 80 kilometers southwest of the famous Santa Eulalia Mine.

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ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the fiscal years ended August 31, 2016, 2015 and 2014 should be read in conjunction with the financial statements of the Company and the notes thereto.

Selected Annual Data

	Year Ended August 31 2016	Year Ended August 31 2015	Year Ended August 31 2014
Sales Revenue	$0	$0	$0
Comprehensive Loss	($724,261)	($577,533)	($3,584,643)
Basic and Diluted (loss) EPS	($0.01)	($0.01)	($0.03)
Weighted Avg. No. Shares Outstanding	106,660,889	106,660,889	106,660,889
Working Capital	($305,049)	($393,239)	$161,225
Mineral Property Interests	$2,940,819	$3,344,949	$3,318,611
Shareholders Equity	$2,986,770	$3,010,154	$3,587,687
Total Assets	$3,069,029	$3,663,169	$3,702,306

Summary of Quarterly Results

Comprehensive Gain (Loss)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
Fiscal 2016	($123,703)	($153,992)	$231,775	($678,341)
Fiscal 2015	($165,109)	($135,178)	($77,548)	($199,698)
Fiscal 2014	($189,641)	($213,754)	($152,431)	($3,028,817)

EPS (Loss)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
Fiscal 2016	($0.00)	($0.00)	$0.00	($0.01)
Fiscal 2015	($0.00)	($0.00)	($0.00)	($0.01)
Fiscal 2014	($0.00)	($0.00)	($0.00)	($0.03)

Exploration efforts are conducted year-round and administrative/general expenses are generally not seasonal.  The seasonally-higher quarterly losses in have primarily related to write downs of mineral property exploration costs.

Fiscal 2015 Ended August 31, 2015 vs. Fiscal 2014

Golden Goliath is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the symbol “GNG” as a Tier 2 company.

Golden Goliath is a junior exploration company with no revenues from mineral producing operations.  The Company’s properties are all located in the State of Chihuahua, Mexico.  Activities include acquiring mineral properties and conducting exploration programs.  The mineral exploration business is risky and most exploration projects will not become mines.  The Company may offer to a major mining company the opportunity to acquire an interest in a property in return for funding by the major mining company, of all or part of the exploration and development of the property.  For the funding of property acquisitions and exploration that the Company conducts, the Company does not use long-term debt.  Rather, it depends on the issue of shares from the treasury to investors.  Such stock issues in turn depend on numerous factors, important among which are a positive mineral exploration climate, positive stock market conditions, a company’s track record and the experience of management.

Results from Operations

For the year ended May 31, 2016, the Company incurred a comprehensive loss of $724,261 compared to comprehensive loss of $577,533 for the prior year. The significant differences between these periods include:

·

Share-based compensation of $228,625 in the past year compared to nil in the prior year as the Company granted stock options the past year. While the Company granted the options at a premium to the market price, these charges are a result of mandatory accounting practices which require a calculation using the Black-Scholes option valuation model to expense stock options. As volatility is one variable in the calculation of this non cash charge, the large volatility of junior mining stocks has resulted in a large value to be expensed for stock options.

- 24 -

·

Wages and benefits decreased to $24,044 in the past year compared to $114,926 the prior year as the Company let go of most of its employees in the past year.

·

A realized loss on marketable securities of $75,134 compared to nil the prior year due to a loss on the value of marketable securities the Company sold.

·

A write-off of VAT and other receivables of $60,619 during the past year compared to nil the prior year due to the uncollectable nature of certain amounts due to the Company.

·

A write-down of mineral property exploration costs of $2,558 compared to $81,214 the prior year.

·

Office and general expenses decreased to $38,017 in the past year compared to $44,357 in the prior year as the Company had added costs in the prior year associated with closing the option agreement with Fresnillo PLC and commencing activities to conduct a small work program in 2016.

·

The Company recorded a gain on foreign currency exchanges of $19,870 compared to a gain in the prior year of $2,525 due to currency exchange rate fluctuations.

As of August 31, 2016, deferred mineral property exploration costs totaled $2,940,819 compared to $3,344,949 at August 31, 2015. The reduction in deferred property costs relate mainly to option payments received from Fresnillo and certain mineral property write-downs.

Fiscal 2016 Ended August 31, 2016 vs. Fiscal 2015

Golden Goliath is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the symbol “GNG” as a Tier 2 company.

Golden Goliath is a junior exploration company with no revenues from mineral producing operations.  The Company’s properties are all located in the State of Chihuahua, Mexico.  Activities include acquiring mineral properties and conducting exploration programs.  The mineral exploration business is risky and most exploration projects will not become mines.  The Company may offer to a major mining company the opportunity to acquire an interest in a property in return for funding by the major mining company, of all or part of the exploration and development of the property.  For the funding of property acquisitions and exploration that the Company conducts, the Company does not use long-term debt.  Rather, it depends on the issue of shares from the treasury to investors.  Such stock issues in turn depend on numerous factors, important among which are a positive mineral exploration climate, positive stock market conditions, a company’s track record and the experience of management.

Results from Operations

For the year ended August 31, 2015, the Company incurred a comprehensive loss ($577,533) compared to ($3,584,643) for the year ended August 31, 2014.  The significant differences between these periods include:

·

The most significant difference between 2014 and 2015 was the write down of mineral property exploration costs of $2,883,086 in 2014 compared to $81,214 in 2015.  The most significant write down in 2014 was the Company’s Las Bolas and Nopalera properties.  It should be noted that Company continues to hold all the properties despite the fact some were written down.  Management believes these properties still hold good exploration potential as is evidenced by Fresnillo optioning all of these properties.

·

Consulting fees the past year were $107,500 compared to $52,542 in the prior year as director fees were accrued during 2015.  The Board believed director fees were appropriate due to their efforts and increased work load.

·

Travel costs were $2,941 in the past year compared to $16,249 in the prior year as the Company continues to minimize costs.

·

Wages and benefits decreased to $114,926 in the past year from $248,248 in the prior year as the Company reduced the number of employees.

·

Office and general expenses decreased to $44,357 in the past year from $108,393 last year as the Company reduced its overhead due to difficult market conditions.

As of August 31, 2015, deferred mineral property exploration costs totaled $3,344,949 compared to $3,318,611 at August 31, 2014.  During the year ending August 31, 2015, the Company incurred a total of $107,552 in exploration expenditures.

Fiscal 2014 Ended August 31, 2014 vs. Fiscal 2013

Golden Goliath is a Canadian listed public company with its shares traded on the TSX Venture Exchange under the symbol “GNG” as a Tier 2 company.

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Golden Goliath is a junior exploration company with no revenues from mineral producing operations.  The Company’s properties are all located in the State of Chihuahua, Mexico.  Activities include acquiring mineral properties and conducting exploration programs.  The mineral exploration business is risky and most exploration projects will not become mines.  The Company may offer to a major mining company the opportunity to acquire an interest in a property in return for funding by the major mining company, of all or part of the exploration and development of the property.  For the funding of property acquisitions and exploration that the Company conducts, the Company does not use long-term debt.  Rather, it depends on the issue of shares from the treasury to investors.  Such stock issues in turn depend on numerous factors, important among which are a positive mineral exploration climate, positive stock market conditions, a company’s track record and the experience of management.

Results from Operations

For the year ended August 31, 2014, the Company incurred a comprehensive loss $3,584,643 compared to $3,009,543 in the prior year and a comprehensive loss of $3,028,817 in the fourth quarter compared to a comprehensive loss of $2,372,282 in the fourth quarter last year.  The significant differences between these periods include:

·

The most significant amounts in the periods under review are the write down of mineral property exploration costs of $2,883,086 last year and $2,178,691 in the prior year. It should be noted that Company continues to hold all the properties despite the fact some were written down.  Management believes these properties still hold good exploration potential.

·

Consulting fees the past year and quarters under review were significantly reduced.  For the year ended August 31, 2014 consulting fees were $52,542 compared to $111,764 in the prior year.  The Company has reduced the number of consultants it has used.  

·

In 2013 there was a realized gain on marketable securities of $44,105 from shares received as consideration for a property option agreement compared to nil in 2014.

·

There was a reduction in investor relation expenses of $72,478 from the prior year to a total of $23,578 in 2014.  

·

Travel costs were $9,396 less in the past year compared to 2013 as the Company reduced discretionary spending.

·

Wages and benefits decreased $10,469 for 2014 compared to the prior year due to staff reductions.  Subsequent to the year end the Company has further greatly reduced its staffing.

As of August 31, 2014, deferred mineral property exploration costs totaled $3,318,611 compared to $5,884,438 at August 31, 2013.  During the year, the Company incurred a total of $317,259 in exploration expenditures mostly related to taxes on all the properties and maintaining the existing exploration infrastructure in Uruachic.

Liquidity and Capital Resources

The Company has financed its operations almost exclusively through the sale of its common shares to investors and will be required to continue to do so for the foreseeable future.

The Company had a working capital deficit of ($305,049) compared to a working capital deficit of ($393,239). The Company’s cash and short-term investment position at August 31, 2016 was $57,880. Subsequent to the fiscal year end, the Company received US$100,000 from Fresnillo under the property option agreement.

5.C.  Research and Development, Patents and Licenses, Trademarks, etc.

5.D.  Trend Information

No Disclosure Necessary.

5.E.  Off-Balance Sheet Arrangements

At August 31, 2016 and 2015, the Company had no off-balance sheet arrangements.

5.F.  Tabular disclosure of contractual obligations

The Company had no “hard” contractual obligations at August 31, 2016.  However, under certain of its property acquisition agreements, the Company is committed to expend funds on exploration and/or make cash option payments and/or issue common shares to maintain or complete its option arrangements.  The Company is required to pay approximately $240,000 in taxes each year to the Mexican government for its mineral exploration properties.  Approximately $200,000 of such costs will be borne by Fresnillo PLC pursuant to their option agreement.

5.G.  Safe harbor.

      --- No Disclosure Necessary ---

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ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES

6.A.  Directors and Senior Management

Table No. 3

Directors and Senior Management

November 30, 2016

Name	Positions	Age	Date First Elected or Appointed
Ing. Daniel N. Fernandez (2)	Director	76	June 1998
Frank Hogel	Director	45	February 2014
Stephen Pearce (1)(3)	Director/CFO/Secretary	46	December 2000
Edward K. Sorbara (1)	Director	73	June 1998
J. Paul Sorbara (2)	Director/CEO/President	64	February 1997
(1)  Member of Audit Committee.
(2)  He spends full time on the affairs of the Company.
(3)  He spends about a fourth of his time on the affairs of the Company.

Daniel Nofrietta Fernandez was graduated with a degree in engineering from the Universidad Autonoma De Mexico in 1965.  In 1969, he attended the University of Arizona, studying geology.  He has been the President and a Director of Minera Uruachic S.A. de C.V. since 1999.   He has been Manager and a Director of the Company’s wholly-owned subsidiary, Minera Delta S.A. de C.V. since 1992.  As an independent director of the Company, Mr. Fernandez supervises management and helps to ensure compliance with corporate governance policies and standards.

Frank Hogel currently serves as Chief Executive Officer of Peter Beck Performance Funds, and sits on the advisory board of Concept Capital Management, an asset management Company focused on evaluating and investing in Canadian resource companies through equity investments and convertible bonds in the gold, silver, rare earth and potash spectrum.  Mr. Hogel has a Master of Business Administration (FH) degree from the University of Nürtingen, Germany, with a focus on financial management, banking and international business & management.

Stephen Pearce has been the Corporate Secretary of the Company since December 11, 2000 and CFO and a Director of the Company since January 26, 2006.  He was graduated from York University in 1993 with a degree in Economics.  He received his law degree from the University of British Columbia in 1996.  He is an attorney specializing in junior mining companies.  Mr. Pearce serves as a Director and/or Officer of the following TSX Venture Exchange listed companies: Chief Financial Officer of Sable Resources Ltd. (since 2003); Chief Financial Officer, Corporate Secretary and Director of Wildflower Marijuana Inc. (since 2008), Director and Chief Financial Officer of Flying A Petroleum Ltd. (since 2012), Chief Financial Officer, Corporate Secretary and Director of Vanadiumcorp Resource Inc. (since 2013), a Director of Centenara Mining Corporation (since 2013) and a Director of Metallic Minerals Corp (since 2014).  As a director of the Company, Mr. Pearce participates in management oversight and helps to ensure compliance with our corporate governance policies and standards.

Edward K. Sorbara received his Bachelors Degree in Commerce from the University of Toronto in 1964 and his MBA from the University of Chicago in 1967.  He has been employed by Sorbara Services Ltd. as Principal since 1967. Sorbara Services Ltd. is involved in the real estate industry in Toronto as developers.  As an independent director of the Company, Mr. Sorbara supervises management and helps to ensure compliance with corporate governance policies and standards.

J. Paul Sorbara has been the President and CEO of the Company since 2/5/1997 and a Director of the Company since 5/10/1998.  He is a graduate of the University of Toronto where he received a Bachelor of Science Degree in 1976 and a Master of Science Degree in 1979.  He received the designation of Professional Geologist in 1991 from the Association of Professional Engineers and Geoscientists in British Columbia; and in 1985 the Geological Association of Canada awarded him the designation of Fellow of the Geological Association of Canada.  He also serves as the President of Minera Delta S.A. de C.V., a wholly owned subsidiary of Golden Goliath.  He owns a consulting firm, Sorbara Geological Consulting Ltd., but devotes very little time to that company. He is also a Director of Vanadiumcorp Resource Inc. since 2013. He devotes full time to his duties as the President of the Company.  As a director of the Company, Mr. Sorbara participates in management oversight and helps to ensure compliance with our corporate governance policies and standards.

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The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles of the Company.  Their functions within the Company are detailed in ITEM #1.A.1.

The Senior Management serves at the pleasure of the Board of Directors.  Their functions within the Company are detailed in ITEM #1.A.2.

The Board has adopted a written Code of Business Ethics.  The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity.  Management is expected to execute the Company’s business plan and to meet performance objectives and goals.  In addition, the Board of Directors must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

During the last five years, no Director and/or Senior Management has been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or Senior Management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

Edward Sorbara, Director, is the cousin of J. Paul Sorbara, President/Director of the Company.  There are no other family relationships between any Directors or Senior Management.  There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

6.B.  Compensation

Director Compensation

The Company has no formal program for compensating Directors for their service as directors.  There are no Director service contracts with the Company providing for benefits upon termination of employment.  Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors.  The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director.  The Company’s directors also participate in the Company’s Stock Option Plan; During Fiscal 2016, 2,800,000 stock options (Fiscal 2015 – Nil; Fiscal 2014 – Nil) were granted to Directors.   No Director received any compensation for his services as a Director, including committee participation and/or special assignments, other than detailed in the following table.

Senior Management Compensation

Total cash compensation accrued and/or paid (directly and/or indirectly) (refer to ITEM #7B for information regarding indirect payments) to all Senior Management/Directors during Fiscal 2016 was $216,000 (Fiscal 2015 - $244,000; Fiscal 2014 - $209,020).  The following table details Senior Management/Director compensation paid/accrued for Fiscal 2016, 2015 and 2014.

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Table No. 4
Director and Senior Management Compensation
Name and principal position		Year	Salary $	Share-based awards #	Option-based awards #	Non-equity incentive plan compensation		Pension value $	All other compensation $	Total compensation(3) $
						Annual incentive plans $	Long-term incentive plans $
J. Paul Sorbara, CEO/ President, Director(1)		2016 2015 2014	$120,000 120,000 120,000	N/A N/A N/A	800,000 Nil Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	$ 120,000 120,000 120,000
Stephen Pearce, CFO/Secretary, Director		2016 2015 2014	$  24,000 24,000 47,500	N/A N/A N/A	600,000 Nil Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	$  24,000 24,000 47,500
Daniel Fernandez Manager of Minera Delta S.A., Director		2016 2015 2014	$  24,000 24,000 41,520	N/A N/A N/A	600,000 Nil Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	Nil Nil Nil	$  24,000 24,000 41,250
Frank Hogel Director		2016 2015 2014	Nil Nil Nil	N/A N/A N/A	400,000 Nil Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$  24,000 Nil Nil	$  24,000 Nil Nil
Edward Sorbara, Director		2016 2015 2014	Nil Nil Nil	N/A N/A N/A	400,000 Nil Nil	N/A N/A N/A	N/A N/A N/A	N/A N/A N/A	$  24,000 Nil Nil	$  24,000 Nil Nil
(1)	Mr. Sorbara’s “salary” is paid to Sorbara Geological Consulting Ltd., private company owned/controlled by him.
(2)	During the Senior Management’s employment, the Company reimburses Senior Management for all travel and other expenses actually, properly and necessarily incurred by the NEO in connection with the Senior Management’s duties in accordance with the policies set from time to time by the Company, in its sole discretion.  The Senior Management is required to furnish such receipts, vouchers or other evidence as are required by the Company to substantiate such expenses.  Such reimbursements are excluded from the “Total Compensation”.

Options/SARs: Granted/Exercised/Cancelled During Most Recently Completed Fiscal Year

At the beginning of Fiscal 2016, the most recently completed fiscal year; there were no stock options outstanding.  During Fiscal 2016, 3,400,000 stock options were granted to Senior Management, Directors, and employees/consultants; all stock options vested upon granting.  During Fiscal 2016, no SARs (stock appreciation rights) were granted.  During Fiscal 2016: no stock options were exercised, expired, or cancelled.

Stock Options.  The Company may grant stock options to Directors, Senior Management and employees.  Refer to ITEM #6.E., “Share Ownership” and Tables No. 4/5 for information about stock options.

Change of Control Remuneration.  The Company has no plans or arrangements in respect of remuneration received or that may be received by Senior Management of the Company in Fiscal 2017 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$100,000 per Senior Management.

Bonus/Profit Sharing/Non-Cash Compensation.  The Company has no Bonus/Profit Sharing/Non-Cash Compensation arrangements.

Pension/Retirement Benefits.  No funds have been set aside or accrued by the Company since incorporation to provide pension, retirement or similar benefits for Directors or Senior Management.

Other Compensation.  No Senior Management and/or Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Management/Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation, other than disclosed in Table No. 4/5, ITEM #6B and ITEM #7B.

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Written Management Agreements

The Company has no written agreements with any director or member of management.

6.C.  Board Practices

All directors hold office until the next meeting of the shareholders of the Company unless they resign or are removed in accordance with the Company’s Articles.  Senior Management are appointed to serve at the discretion of the Board of Directors.  The Board of Directors and Committees of the Board schedule regular meetings over the course of the year.

The fundamental objective of the Board is to ensure that it operates in a fashion that maximizes shareholder value over the long term.  The Board’s duties and responsibilities are all carried out in a manner consistent with that fundamental objective.   The principal duty and responsibility of the Board is to oversee the management and operations of the Company, with the day-to-day management of the business and affairs of the Company delegated by the Board to the President/CEO and other Senior Management.

The Board’s responsibilities include overseeing the conduct of the Company’s business, providing leadership and direction to its management, and setting policies.  Strategic direction for the Company is developed through the Board’s annual planning process.  Through this process, the Board adopts the operating plan for the coming year, and monitors management’s progress relative to that plan through a regular reporting and review process.

The Board has delegated to the President/CEO and other Senior Management responsibility for the day-to-day management of the business of the Company.  Matters of policy and issues outside the normal course of business are brought before the Board for its review and approval, along with all matters dictated by statute and legislation requiring Board review and approval.  The President/CEO and other Senior Management review the Company’s progress in relation to the current operating plan at in-person and telephone-conference Board meetings.  The Board meets on a regular basis with and without management present.  Financial, operational and strategic issues facing the Company are reviewed, monitored and approved at the Board meetings.

6.C.1.  Terms of Office.  Refer to ITEM 6.A and ITEM 6.C.

6.C.2.  Directors’ Service Contracts.  No Disclosure Necessary

6.C.3.  Board Independence

The Board of Directors has adopted standards for determining whether a director is independent from management.  The Board reviews, consistent with the Company’s corporate governance guidelines, whether a director has any material relationship with the Company that would impair the director’s independent judgment.  The Board of Directors has affirmatively determined, based on its standards, that the Messrs.  Frank Hogel and Edward Sorbara are independent.

6.C.4.  Board meetings and committees; annual meeting attendance

During Fiscal 2016, the Board of Directors held two scheduled meetings.  For various reasons, Board members may not be able to attend a Board meeting; all Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide counsel outside the confines of regularly scheduled meetings.  No director attended fewer than 75% of the aggregate of: (1) the total number of meetings of the Board of Directors, while he was a Director; and (2) the total number of meetings of committees of the Board of Directors on which the director served.  Directors are encouraged to attend annual meetings of our stockholder.

The Company has an Audit Committee, which recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company.  The Company has an Audit Committee charter, adopted September 1, 2006.  The current members of the Audit Committee are: Stephen Pearce, Frank Hogel (independent), and Edward Sorbara (independent).  The Audit Committee met once during Fiscal 2016 and once in Fiscal 2017-to-date, but regularly communicate informally throughout the year.

The Company does not have an “audit committee financial expert” serving on its Audit Committee.  The Company’s Audit Committee consists of two independent directors and the CFO/Secretary/Director, all of whom are both financially literate and very knowledgeable about the Company’s affairs.  Because the Company’s structure and operations are straightforward, the Company does not find it necessary to augment its Board with a financial expert.

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6.C.5.  Code of Ethics

The Board has adopted “Code of Business Contact and Ethics” addressing various codes of conducts.  The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity.  Management is expected to execute the Company’s business plan and to meet performance objectives and goals.  In addition, the Board of Directors must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure Directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.  During Fiscal 2016 and Fiscal 2017-to-date, there are no material change reports relating to the conduct of any Directors or executive officers of the Company.

6.D.  Employees

As of November 30, 2016, the Company had no full-time employees and four part-time unpaid employees/consultants, including the Senior Management; one of these employees are engaged in mineral exploration/development.  As of August 31, 2016, the Company had no employees (August 31, 2015 – Nil; August 31, 2014 – four employees), including the Senior Management.  None of the Company's employees are covered by collective bargaining agreements.

6.E.  Share Ownership

The following table lists Directors and Senior Management who beneficially own the Company's voting securities, consisting solely of common shares, and the amount of the Company's voting securities owned by the Directors and Senior Management as a group.  The table also includes all persons/companies where the Company is aware that they have 5% or greater beneficial interest in the Company’s voting securities.

Table No. 5

Shareholdings of Directors and Senior Management

Shareholdings of 5% Shareholders

November 30, 2016

Title of Class		Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class #
Common		Concept Capital Management Ltd. (1)	14,444,444	13.5%
		5% Shareholder Subtotal	14,444,444	13.5%
Common		J. Paul Sorbara (2)	1,729,970	1.61%
Common		Daniel Fernandez (3)	1,667,000	1.55%
Common		Edward Sorbara (4)	761,625	0.71%
Common		Stephen Pearce (5)	680,000	0.63%
Common		Frank Hogel (6)	400,000	0.37%
		Directors and Senior Management Subtotal	5,238,595	4.79%
		TOTAL	19,683,039	15.89%
(1)	Concept Capital Management Ltd. is a private investor based out of Majuro, Marshall Islands.
(2)	855,500 common shares are held indirectly through Sorbara Geological Consulting Limited, a private company control by Mr. Sorbara. 800,000 of these shares are represented by currently exercisable stock options.
(3)	600,000 of these shares are represented by currently exercisable stock options.
(4)	400,000 of these shares are represented by currently exercisable stock options.
(5)	600,000 of these shares are represented by currently exercisable stock options.
(6)	400,000 of these shares are represented by currently exercisable stock options.

#  Based on 106,660,889 common shares outstanding at November 30, 2016, and stock options held by each beneficial holder exercisable within sixty days.

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Stock Options

Incentive stock options are granted by the Company in accordance with the rules and policies of the TSX Venture Exchange, the Business Corporations Act (British Columbia), including the number of common shares under option, the exercise price and expiry date of such options, and any amendments thereto.  The Company adopted its current formal written stock option plan (the “Stock Option Plan”) on February 5, 2006 and it is renewed annually at the Company’s shareholder meeting each year.

The principal purposes of the Company’s stock option program are to (a) promote a proprietary interest in the Company among the officers, directors and employees of the Company and its affiliates, (b) retain and attract the qualified officers, directors and employees the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.

Under the Stock Option Plan, the Company’s board of directors (the “Board”) may, from time to time, designate a director or other senior officer or employee of the Company as administrator (the “Administrator”) for the purposes of administering the Plan.  Currently, the Administrator is the Corporate Secretary.

The principal purposes of the Company’s stock option program are to (a) promote a proprietary interest in the Company among the officers, directors and employees of the Company and its affiliates, (b) retain and attract the qualified officers, directors and employees the Company requires, (c) provide a long-term incentive element in overall compensation, and (d) promote the long-term profitability of the Company.

The Stock Option Plan provides that stock options may be granted to directors, senior officers, employees and consultants of the Company (and any subsidiary of the Company) and management-company employees.  For the purposes of the Stock Option Plan, the terms “employees”, “consultants” and “management company employees” have the meanings set out in TSX Venture Exchange Policy 4.4.  In addition, the term “director” is defined in TSX Venture Exchange Policy Manual section 4.4 to include directors, senior officers and management company employees.

The Stock Option Plan provides for the issuance of stock options to acquire at any time up to a maximum of 10% of the issued and outstanding common shares of the Company (subject to standard anti-dilution adjustments).  If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Stock Option Plan.  Any stock option outstanding when the Stock Option Plan is terminated will remain in effect until it is exercised or it expires.  The Stock Option Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

(a)

options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death;

(b)

options may be exercisable for a maximum of five years from grant date;

(c)

options to acquire no more than 5% of the issued shares of the Company may be granted to any one individual in any twelve-month period;

(d)

options to acquire no more than 2% of the issued shares of the Company may be granted to any one consultant in any twelve-month period;

(e)

options to acquire no more than an aggregate of 2% of the issued shares of the Company may be granted to an employee conducting investor relations activities (as defined in TSX Venture Exchange Policy 1.1), in any twelve-month period;

(f)

options held by an option holder who is a director, employee, consultant or management company employee must expire within a reasonable period of time after the option holder ceases to be a director, employee, consultant or management company employee;

(g)

options held by an option holder who is engaged in investor relations activities must expire within 30 days after the option holder ceases to be employed by the Company to provide investor relations activities; and

(h)

in the event of an option holder’s death, the option holder’s personal representative may exercise any portion of the option holder’s vested outstanding options for one year following the option holder’s death.

The names and titles of the Directors/Executive Officers of the Registrant to whom outstanding stock options have been granted and the numbers of common shares subject to such options are set forth in Table No. 6 as of November 30, 2016, as well as the number of options granted to Directors and all employees as a group.

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Table No. 6

Stock Options Outstanding

November 30, 2016

Name	Number of Options	Number of Options Currently Vested	CDN$ Exercise Price	Expiration Date
J. Paul Sorbara, President, CEO and Director	800,000	800,000	$  0.085	July 20, 2021
Stephen Pearce, CFO, Corporate Secretary and Director	600,000	600,000	0.085	July 20, 2021
Daniel Fernandez, Director	600,000	600,000	0.085	July 20, 2021
Frank Hogel, Director	400,000	400,000	0.085	July 20, 2021
Edward Sorbara, Director	400,000	400,000	0.085	July 20, 2021
Employees/Consultants	600,000	600,000	0.085	July 20, 2021
Total Officers and Directors	2,800,000	2,800,000
Total Employees/ Consultants	600,000	600,000
Total Officers/Directors/ Employees and Consultants	3,400,000	3,400,000

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A.  Major Shareholders.

7.A.1.a.  Holdings By Major Shareholders.

Refer to ITEM #6.E, and Tables No. 4/5/6/7/8, for details regarding securities held by 5% Shareholders, Senior Management, Directors, and others.

7.A.1.b.  Significant Changes in Major Shareholders’ Holdings.

The participation in private placements of equity by the Company and exercise of stock options/share purchase warrants has lead over the last several years to some significant changes in the holdings of major shareholders (five percent) direct/indirect holdings of common shares.  Refer to ITEM #6E and Table No. 4/5 for additional information.

	Common Shares Owned at November 30, 2016	Common Shares Owned at November 30, 2015	Common Shares Owned at November 30, 2014
Concept Capital Management Ltd.	14,444,444	14,444,444	14,444,444

7.A.1.c.  Different Voting Rights.  The Company’s major shareholders do not have different voting rights.

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7.A.2.  Share Ownership.  On November 30, 2016, the Company’s shareholders’ list showed 106,660,889 common shares outstanding, with 39 registered shareholders, including depositories.  13 of these shareholders were resident in Canada, holding 101,732,550 common shares (representing about 95.4% of the issued/outstanding shares); 25 registered shareholders were resident in the United States, holding 3,828,339 common shares (representing about 3.6%); and 1 registered shareholder were resident in other countries, holding common 1,100,000 shares (representing about 1.0%).

The Company has researched the indirect holding by depository institutions and other financial institutions; based on this research and other research into the indirect holdings of other institutions, the Company estimates that it has about 300 “holders of record” in Canada, holding approximately 50% of the outstanding shares of the Company, and over 750 beneficial owners that own 100% of its common shares.

7.A.3.  Control of Company.  The Company is a publicly owned Canadian corporation, the shares of which are owned by Canadian residents, United States’ residents, and other foreign residents.  The Company is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., “History and Growth of the Company”; and ITEM #6.E., “Share Ownership”.

7.A.4.  Change of Control of Company Arrangements.

        No Disclosure Necessary

7.B.  Related Party Transactions

The Company has an administrative services agreement with Hastings Management Corp. whereby Hastings provides services to the Company including providing office space, office furniture, boardroom facilities, access to photocopier, fax and such other amenities normally associated with office needs; and providing such other additional instructions and directions as the Company may require. These costs to Hastings Management are divided between several public and private companies and not all the costs of each category is paid by any one company. As such, while most companies charge these expenses individually to the income statement the Company reduces these costs by sharing them with other companies. Hastings Management estimates the percentage of time spent on any one company in any given period and it is charged proportionately.  Richard Hughes, a former Director of Golden Goliath, owns Hastings Management.  During the Fiscal 2016 Ended August 31, 2016, Hastings Management charged the Company $nil (Fiscal 2015 - $nil; Fiscal 2014 - $17,603) for these services.

J. Paul Sorbara’s “annual compensation” is paid to Sorbara Geological Consulting Ltd., private company owned and controlled by him.  During Fiscal 2016, this firm was paid $120,000 (2015 - $120,000; 2014 - $120,000).

During Fiscal 2016 ended August 31, 2016, the Company paid $24,000 (2015 - $24,000; 2014 - $41,520) in wages and benefits to DanielFernandez, Manager of Minera Delta S.A. and a Director.

During Fiscal 2016 ended August 31, 2016, the Company paid $24,000 (2015 - $24,000; 2014 - $47,500) in consulting fees to Stephen Pearce, CFO/Secretary/Director.

Due from Related Parties at August 31, 2016 included $3,821 (2015 - $30,572; 2014 - $39,091) due from a company controlled by a director.

Other than as disclosed above and in the MD&A in ITEM #5, there have been no transactions since August 31, 2016, or proposed transactions, which have materially affected or will materially affect the Company in which any director, executive officer, or beneficial holder of more than 10% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.  Management believes the transactions referenced above were on terms at least as favorable to the Company as the Company could have obtained from unaffiliated parties.

7.C.  Interests of Experts and Counsel

--- No Disclosure Necessary ---

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ITEM 8.  FINANCIAL INFORMATION

8.A.  Statements and Other Financial Information

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report.  The audit reports of Morgan & Company LLP, Chartered Professional Accountants are included herein immediately preceding the financial statements.

Audited Financial Statements

Fiscal 2016/2015/2014 Ended August 31st

8.A.7.  Legal/Arbitration Proceedings

The Directors and the Senior Management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation.

The Directors and the Senior Management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company.

8.B.  Significant Changes

No undisclosed significant change has occurred since the date of the annual financial statements and/or since the date of the most recent interim financial statements.

ITEM 9.  THE OFFER AND LISTING

9.A.  Common Share Trading Information

The Company's common shares began public trading on October 16, 2001.  The current stock symbol on the TSX Venture Exchange in Canada is “GNG”.  The CUSIP number is 381059104.

The following table lists the volume of trading and high, low and closing sales prices on the TSX Venture Exchange for the Company's common shares for: the last six months, the last nine fiscal quarters, and the last five fiscal years.

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Table No. 6

TSX Venture Exchange

Common Shares Trading Activity

Canadian Dollars

Period Ended	High	Low	Closing
Monthly
11/30/2016	$0.07	$0.05	$0.05
10/31/2016	$0.08	$0.06	$0.06
9/30/2016	$0.09	$0.07	$0.07
8/31/2016	$0.10	$0.06	$0.06
7/31/2016	$0.11	$0.06	$0.10
6/30/2016	$0.14	$0.03	$0.06
Quarterly
11/31/2016	$0.09	$0.05	$0.05
8/31/2016	$0.14	$0.03	$0.06
5/31/2016	$0.05	$0.02	$0.04
2/29/2016	$0.03	$0.01	$0.03
11/30/2015	$0.02	$0.01	$0.01
8/31/2015	$0.01	$0.01	$0.01
5/31/2015	$0.01	$0.01	$0.01
2/28/2015	$0.01	$0.01	$0.01
11/30/2014	$0.03	$0.01	$0.02
8/31/2014	$0.04	$0.03	$0.03
5/31/2014	$0.05	$0.03	$0.03
2/28/2014	$0.05	$0.03	$0.04
11/30/2014	$0.03	$0.01	$0.02
Yearly
8/31/2016	$0.14	$0.01	$0.06
8/31/2015	$0.05	$0.01	$0.01
8/31/2014	$0.05	$0.03	$0.03
8/31/2013	$0.20	$0.04	$0.04
8/31/2012	$0.30	$0.13	$0.20

The Company’s common shares began trading on the Frankfurt Stock Exchange on January 14, 2004 under the trading symbol of “GGZ.F”.  Prices ranged from €0.002 to €0.50; the closing price on 11/30/2015 was €0.03

The Company’s common shares began trading on the Munich Stock Exchange on January 17, 2006 under the trading symbol of “GGZ.MU”.  Prices ranged from €0.002 to €0.47; the closing price on November 30, 2016 €0.04.

9.A.5.  Common Share Description

Registrar/Common Shares Outstanding/Shareholders

The Company's common shares are issued in registered form and the following information is taken from the records of Computershare Investor Services Inc. [located at 510 Burrard Street, Vancouver, British Columbia Canada V5K 1A1], the registrar and transfer agent for the common shares.

The authorized capital of Golden Goliath consists of an unlimited number of common shares without par value.

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Common Share Description

All of the authorized common shares of the Company are of the same class and, once issued, rank equally as to dividends, voting powers, and participation in assets.  Holders of common stock are entitled to one vote for each share held of record on all matters to be acted upon by the shareholders.  Holders of common stock are entitled to receive such dividends as may be declared from time to time by the Board of Directors, in its discretion, out of funds legally available therefore.

Upon liquidation, dissolution or winding up of the Company, holders of common stock are entitled to receive pro rata the assets of Company, if any, remaining after payments of all debts and liabilities.  No shares have been issued subject to call or assessment.  There are no pre-emptive or conversion rights and no provisions for redemption or purchase for cancellation, surrender, or sinking or purchase funds.

Provisions as to the modification, amendment or variation of such shareholder rights or provisions are contained in the British Columbia Business Corporations Act.  Unless the British Columbia Business Corporations Act or the Company's Articles otherwise provide, any action to be taken by a resolution of the shareholders may be taken by an ordinary resolution or by a vote of a majority or more of the shares represented at the shareholders' meeting.

The Company's Articles and the British Columbia Business Corporations Act contain provisions, which require a “special resolution” for effecting certain corporate actions.  Such a “special resolution” requires a two-third vote of shareholders rather than a simple majority for passage.  The principle corporate actions that require a “special resolution” include:

a.

Transferring the Company's jurisdiction from British Columbia to another jurisdiction;

b.

Giving financial assistance under certain circumstances;

c.

Certain conflicts of interest by Directors;

d.

Disposing of all/substantially all of Company's undertakings;

e.

Removing Director before expiration of his term in office;

f.

Certain alterations of share capital;

g.

Changing the Company name; and

h.

Certain reorganizations of the Company.

There are no restrictions on the repurchase or redemption of common shares of the Company while there is any arrearage in the payment of dividends or sinking fund installments.

Stock Options

As of November 30, 2016 there were 3,400,000 stock options outstanding.

Refer to ITEM #6E and Tables No. 4/5 for additional information.

Warrants

As of November 30, 2016, there were no share purchase warrants outstanding.

9.A.6.    Differing Rights

9.A.7.a.  Subscription Warrants/Right

9.A.7.b.  Convertible Securities/Warrants

The Company has no convertible securities.

Refer to ITEM #9.4.5. “Warrants” above for information about warrants.

9.C.  Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange in Canada and in Europe on the Berlin Stock Exchange, the Frankfurt Stock Exchange, the Munich Stock Exchange, and the XETRA Exchange.

ITEM 10.  ADDITIONAL INFORMATION

10.A.  Share Capital

       --- Not Applicable ---

10.B.  Memorandum and Articles of Association

Refer to discussion in Form 20-F Registration Statement and amendments for more information about the Company’s articles.

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10.C.  Material Contracts

A

Earn-In and Shareholders Agreement with Agnico-Eagle Mines Limited, for the exploration and development of the Company’s Las Bolas and Los Hilos properties, dated 12/8/2011.  This agreement was terminated in August 2013.

b.

Definitive Agreement with Fresnillo PLC for an option over certain of the Company’s properties in the Uruachic Mining Camp, Mexico, dated 11/5/2015.

10.D.  Exchange Controls

Canada has no system of exchange controls.  There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors.  There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company's securities, except as discussed in ITEM 10.E., “Taxation” below.

Restrictions on Share Ownership by Non-Canadians

There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”.  The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company.  “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.

10.E  Taxation

The Company believes the following is a brief summary of all material principal Canadian federal income tax consequences to a holder of common shares of the Company (a “U.S. Holder”) who deals at arm's length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the “Act”) and the Canada – United States Income Tax Convention (the “Treaty”), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.

U.S. Holders are urged to consult their own tax advisors with respect to their particular circumstances.

Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 15% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares.  The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.

In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the Company’s capital stock was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm's length, and (ii) the value of the Company’s common shares at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada.  For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits situated in Canada, rights to amounts computed by reference to the amount or value of production from such mineralization, certain other rights in respect of properties situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company.  A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year.  If a U.S. Holder holds shares in any year in which the Company is a PFIC, that holder might be required to file Internal Revenue Service Form 8621.

This summary does not address potential tax effects relevant to our Company or those tax considerations that depend upon circumstances specific to each investor.  In addition, this discussion does not address the tax consequences that may be relevant to particular investors subject to special treatment under certain U.S. Federal income tax laws, such as dealers in securities, tax-exempt entities, banks, insurance companies and non-U.S. Holders.  Accordingly, holders and prospective holders of our common shares should consult with their own tax advisors with respect to the income tax consequences to them of purchasing, owning and disposing of common shares in our Company.

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10.F.  Dividends and Paying Agents

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

Notwithstanding the aforementioned: the Company is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders.  The Company has not nominated any financial institutions to be the potential paying agents for dividends in the United States.

10.G.  Statement by Experts

       --- Not Applicable ---

10.H.  Documents on Display

The Company’s documents can be viewed at its Canadian office, located at:

688 West Hastings Street – Suite 910 Vancouver, BC, Canada V6B 1P1

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and files reports, registration statements and other information with the Securities and Exchange Commission (the “SEC”).  The Company’s reports, registration statements and other information can be inspected on the SEC’s website at www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by the SEC at the following location: Judiciary Plaza, 100 F Street NE, Washington, D.C.  20549.  Further, we file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing their website at www.sedar.com.  Finally, corporate information may be found at the Company’s website: goldengoliath.com.

ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a small business issuer, as defined in Section 240.12b-2; and thus, Item #11 is not applicable.

ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A.  Debt Securities            --- No Disclosure Necessary ---

12.B.  Warrants and Rights        --- Refer to ITEM #9, “Warrants”

12.C.  Other Securities           --- No Disclosure Necessary ---

12.D.  American Depository Shares  -- No Disclosure Necessary ---

PART II

ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY

          HOLDERS AND USE OF PROCEEDS

          --- No Disclosure Necessary ---

ITEM 15.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s management is responsible for establishing and maintaining disclosure controls and procedures to provide reasonable assurance that material information related to the Company, including its consolidated subsidiaries, is made known to senior management, including Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), by others within those entities on a timely basis so that appropriate decisions can be made regarding public disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and our Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities and Exchange Act of 1934, as amended) as August 31, 2016.  The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of August 31, 2016, were effective to give reasonable assurance that the information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for designing, establishing and maintaining a system of internal controls over financial reporting (as defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance that the financial information prepared by the Company for external purposes is reliable and has been recorded, processed and reported in an accurate and timely manner in accordance with GAAP.  The Board of Directors is responsible for ensuring that management fulfills its responsibilities.  The Audit Committee fulfills its role of ensuring the integrity of the reported information through its review of the interim and annual financial statements.  Management reviewed the results of their assessment with the Company’s Audit Committee.

Because of its inherent limitations, the Company’s internal control over financial reporting may not prevent or detect all possible misstatements or frauds.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

To evaluate the effectiveness of the Company’s internal control over financial reporting, Management has used the Internal Control - Integrated Framework (1992), which is a suitable, recognized control framework established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Management has assessed the effectiveness of the Company’s internal control over financial reporting and concluded that such internal control over financial reporting is effective as of August 31, 2016.

Limitations on the Effectiveness of Controls

The Company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our Internal Controls will prevent all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.  The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.  Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Attestation Report of the Registered Accounting Firm

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that require the Company to provide only management’s report in this Form 20-F Annual Report.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in the Company's internal controls over financial reporting during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting with regard to deficiencies or material weaknesses other than the corrective actions to ensure proper disclosure is included in the Company’s filings under the Exchange Act, including the Form 20-F Annual Report.

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ITEM 16.  RESERVED

ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT

The Company does not have an “audit committee financial expert” serving on its audit committee.  The Company’s Audit Committee consists of two independent directors and the CFO/Secretary, all of whom are both financially literate and very knowledgeable about the Company’s affairs.  Because the Company’s structure and operations are straightforward, the Company does not find it necessary to augment its Board with a financial expert.

ITEM 16B.  CODE OF ETHICS

The Board has adopted “Code of Business Contact and Ethics” addressing various codes of conducts.  The Board of Directors expects management to operate the business of the Company in a manner that enhances shareholder value and is consistent with the highest level of integrity.  Management is expected to execute the Company’s business plan and to meet performance objectives and goals.  In addition, the Board of Directors must comply with conflict of interest provisions in Canadian corporate law, including relevant securities regulatory instruments, in order to ensure directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.  During Fiscal 2016 and Fiscal 2017-to-date, there are no material change reports relating to the conduct of any Directors or executive officers of the Company.

ITEM 16C. PRINCIPAL ACCOUNTIING FEES AND SERVICES

The audit committee is directly responsible for the appointment, compensation and oversight of auditors; the audit committee has in place procedures for receiving complaints and concerns about accounting and auditing matters; and has the authority and the funding to engage independent counsel and other outside advisors.

The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to grant pre-approvals required by this policy / procedure.  The decisions of any Audit Committee member to whom authority is delegated to pre-approve a service shall be presented to the full Audit Committee at its next scheduled meeting.

In accordance with the requirements of the US Sarbanes-Oxley Act of 2002 and rules issued by the Securities and Exchange Commission, we introduced a procedure for the review and pre-approval of any services performed by Morgan & Company LLP, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of Morgan & Company LLP for audit and permitted non-audit services are submitted to the finance and audit committee for approval prior to the beginning of any such services.

Fees, including reimbursements for expenses, for professional services rendered by Morgan & Company to the Company are detailed below.

Principal Accountant Fees and Services	Fiscal 2016 Ended August 31, 2016	Fiscal 2015 Ended August 31, 2015
Audit Fees	$20,000	$20,000
Audit-Related Fees	$nil	$nil
Tax Fees	$nil	$nil
All Other Fees	$nil	$nil
TOTAL	$20,000	$20,000

ITEM 16D.  EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E.  PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16F.  CHANGE IN REGISTRANTS’S CEERTIFYING ACCOUNTANT

ITEM 16G.  CORPORTE GOVERNANCE

ITEM 16H.  MINE SAFETY DISCLOSURE

           --- No Disclosure Necessary ---

PART III

ITEM 17.  FINANCIAL STATEMENTS

          --- No Disclosure Necessary ---

- 41 -

ITEM 18.  FINANCIAL STATEMENTS

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with International Financial Reporting Standards.

The financial statements as required under ITEM #18 are attached hereto and found immediately following the text of this Annual Report.  The auditors’ report of Morgan & Company LLP, Chartered Professional Accountants, is included herein immediately preceding the financial statements.

ITEM 19.  EXHIBITS

1.

Notice of Articles and Articles of Incorporation as currently in effect:

Incorporated by reference to Form 20-F Registration Statement, as amended

2.

Instruments defining the rights of holders of equity or debt securities being registered.    

--- Refer to Exhibit No. 1 ---

3.

Voting Trust Agreements:  No Disclosure Necessary

4.  

Material Contracts:

Incorporated by reference to Form 20-FR Registration Statement, as amended;

Form 20-F Annual Reports; and Form 6-K’s;

a.

Letter Agreement regarding the Corona and El Chamizal Properties, dated May 14, 2007;

Filed 7-22-2009 with Form 20-FA for Fiscal 2008 Ended August 31, 2008

b.

Letter Agreement regarding the Corona and El Chamizal Properties, dated October 10, 2007;

Filed 7-22-2009 with Form 20-FA for Fiscal 2008 Ended August 31, 2008

c.

Earn-in and Shareholders Agreement with Agnico-Eagle Mines Limited, dated December 8, 2011

d.

Definitive Property Option Agreement with Fresnillo PLC, dated November 5, 2015

5.  

Foreign Patents:                     No Disclosure Necessary

6.  

Earnings Per Share Calculation:      No Disclosure Necessary

7.  

Ratio of Earnings To Fixed Charges:  No Disclosure Necessary

8.  

List of Subsidiaries:                              Refer to ITEM #4.C.

9.   

Statement Regarding Date of Financial Statements: No Disclosure Necessary

10.

Notice Required by Rul3e 104 of Regulation BTR:   No Disclosure Necessary

11.

Code of Ethics as required by ITEM No. 16B:       No Disclosure Necessary

12.1

Certifications required by Rule 13a-14(a) or Rule 15d-14(a)

12.2

Certifications required by Rule 13a-14(a) or Rule 15d-14(a)

13.1  

Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

13.2  

Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code

14.  

Legal Opinion required by Instruction 3 of ITEM 7B: No Disclosure Necessary

15.  

(a) Any additional exhibits you wish to file as part of the registration statement or report, clearly marked to indicate their subject matter:

--- No Disclosure Necessary---

(b) any document or part of a document incorporated by reference in this filing if it is not otherwise required Additional Exhibits:

---Incorporated by reference to Form 20-F Registration Statement, as amended and Form 6-K’s ---

- 42 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 and 2014

(Expressed in Canadian Dollars)

- 43 -

INDEPENDENT AUDITOR’S REPORT OF

REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Golden Goliath Resources Ltd.

(An exploration stage company)

Report on the consolidated financial statements

We have audited the accompanying consolidated financial statements of Golden Goliath Resources Ltd., which comprise the consolidated statements of financial position as at August 31, 2016 and 2015, and the consolidated statements of operations and comprehensive loss, changes in equity and cash flows for each of the years in the three year period ended August 31, 2016, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the consolidated financial statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.  The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements 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 entity’s internal control.  An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.  

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Golden Goliath Resources Ltd. as at August 31, 2016 and 2015, and its financial performance and its cash flows for each of the years in the three year period ended August 31, 2016 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Emphasis of matter

Without qualifying our opinion, we draw attention to Note 1 in the consolidated financial statements which describes matters and conditions that indicate the existence of a material uncertainty that casts substantial doubt about the Company’s ability to continue as a going concern.  

Vancouver, Canada
December 28, 2016	Chartered Professional Accountants

- 44 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

		AUGUST 31,		AUGUST 31,
		2016		2015
ASSETS
Current Assets
Cash		$	57,880	$	99,235
Marketable securities (Note 5)			-		10,625
Accounts receivable (Note 6)			2,228		17,762
Due from related parties (Note 14)			3,821		30,572
Prepaid expenses			37,423		21,908
Total Current Assets			101,352		180,102
Non-current Assets
Value-added taxes recoverable			170		96,484
Exploration and evaluation assets (Notes 7 and 16)			2,940,819		3,344,949
Property and equipment (Note 8)			26,688		41,634
Total Assets		$	3,069,029	$	3,663,169
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	19,450	$	13,485
Due to related parties (Note 14)			386,951		231,602
Promissory notes payable (Note 7)			-		328,254
Total Current Liabilities			406,401		573,341
Non-current Liabilities
Employment benefit obligations			73,347		79,674
Total Liabilities			479,748		653,015
EQUITY
Share capital (Note 9)			26,044,652		26,044,652
Share-based payments reserve			2,986,770		2,758,145
Accumulated other comprehensive loss (Note 5)			-		(72,638)
Deficit			(26,442,141)		(25,720,005)
Total Equity			2,589,281		3,010,154
Total Liabilities And Equity		$	3,069,029	$	3,663,169
Going Concern (Note 1)
These consolidated financial statements were authorized for issue by the Board of Directors on December 28, 2016.  They are signed on behalf of the Company by:
“J. Paul Sorbara”	“Stephen W. Pearce”
Director	Director
See accompanying notes to consolidated financial statements.

- 45 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

	YEARS ENDED AUGUST 31,
	2016		2015		2014
Expenses
Amortization	$	14,946	$	35,482	$	22,473
Automobile		-		-		2,580
Consulting (Note 14)		88,818		107,500		52,542
Foreign exchange gain		(19,870)		(2,525)		(2,910)
Investor relations		350		947		23,578
Management fees (Note 14)		120,000		120,000		120,000
Office and general (Note 14(a))		38,017		44,357		108,393
Professional fees		47,662		29,689		58,254
Rent and utilities (Note 14 (d))		22,536		28,430		31,863
Share-based compensation (Note 14)		228,625		-		-
Transfer agent and filing fees		16,292		15,837		5,674
Travel		2,342		2,941		16,249
Wages and benefits (Note 14)		24,044		114,926		248,248
Loss Before Other Income (Expenses)		(583,762)		(497,584)		(686,944)
Other Income (Expenses)
Realized loss on marketable securities (Note 5)		(75,134)		-		-
Gain on sale of property and equipment		-		-		4,615
Write-off of VAT and other receivables		(60,619)		-		-
Write down of mineral property exploration costs		(2,558)		(81,214)		(2,883,086)
Other income		9		3,390		12,741
Interest Income		-		-		4,156
Net Loss For The Year		(722,136)		(575,408)		(3,548,518)
Other Comprehensive Loss
Unrealized (loss) on marketable securities		(2,125)		(2,125)		(36,125)
		(2,125)		(2,125)		(36,125)
Comprehensive Loss For The Year	$	(724,261)	$	(577,533)	$	(3,584,643)
Loss Per Share – Basic and Diluted	$	(0.007)	$	(0.005)	$	(0.034)
Weighted Average Number Of Shares Outstanding – Basic and diluted		106,660,889		106,660,889		106,660,889
See accompanying notes to consolidated financial statements.

- 46 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

	COMMON SHARES				SHARE-BASED PAYMENTS RESERVE		ACCUMULATED OTHER
	WITHOUT PAR VALUE
	SHARES	AMOUNT					COMPREHENSIVE INCOME(LOSS)		DEFICIT		TOTAL EQUITY
Balance, August 31, 2013	106,660,889		26,044,652			2,758,145		(34,388)		(21,596,079)		7,172,330
Other comprehensive loss	-		-			-		(36,125)		-		(36,125)
Net loss for the year	-		-			-		-		(3,548,518)		(3,548,518)
Balance, August 31, 2014	106,660,889		26,044,652			2,758,145		(70,513)		(25,144,597)		3,587,687
Other comprehensive loss	-		-			-		(2,125)		-		(2,125)
Net loss for the year	-		-			-		-		(575,408)		(575,408)
Balance, August 31, 2015	106,660,889		26,044,652			2,758,145		(72,638)		(25,720,005)		3,010,154
Share-based compensation	-		-			228,625		-		-		228,625
Other comprehensive income	-		-			-		(2,125)		-		(2,125)
Realized other comprehensive income	-		-			-		74,763		-		74,763
Net loss for the year	-		-			-		-		(722,136)		(722,136)
Balance, August 31, 2016	106,660,889	$	26,044,652	$		2,986,770	$	-	$	(26,442,141)	$	2,589,281
See accompanying notes to consolidated financial statements.

- 47 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

	YEARS ENDED AUGUST 31,
	2016		2015		2014
Operating Activities
Net loss for the year	$	(722,136)	$	(575,408)	$	(3,548,518)
Adjustments to reconcile loss to net cash used in operating activities:
Accrual of management fees		162,000		-		-
Amortization		14,946		35,482		22,473
Gain on sale of property and equipment		-		-		(4,615)
Interest income		-		-		(4,156)
Share-based compensation		228,625		-		-
Write-off of VAT and other receivables		60,691
Write down of mineral property exploration costs		2,558		81,214		2,883,086
Realized loss on marketable securities		75,134		-		-
Non-operating effects of holding foreign currency cash balances		3,389		(702)		1,023
Change in non-cash operating assets and liabilities:
VAT and other receivables		51,157		8,844		(18,075)
Due from related parties		26,751		8,519		(2,970)
Prepaid expenses		(15,515)		4,333		826
Accounts payable and accrued liabilities		5,965		(31,795)		(101)
Due to related parties		(6,651)		231,602		-
Employment benefit obligations		(6,327)		10,335		7,120
Cash Provided By (Used In) Operating Activities		(119,413)		(227,576)		(663,907)
Investing Activities
Expenditures on mineral properties		(264,808)		(107,552)		(317,259)
Proceeds from redemption of short term investments		-		-		780,000
Purchase of property and equipment		-		-		(2,556)
Interest income		-		-		8,108
Proceeds on sale of marketable securities		8,129		-		-
Proceeds on sale of mineral property interest		666,380		-		-
Proceeds on sale of property and equipment		-		-		4,615
Cash (Used In) Provided By Investing Activities		409,701		(107,552)		472,908
Financing Activities
Proceeds received from (Repayment of) promissory note payable		(328,254)		328,254		-
Cash (Used In) Provided By Financing Activities		(328,254)		328,254		472,908
Gain (loss) from holding foreign currency cash balances		(3,389)		702		1,023
Decrease In Cash		(41,355)		(6,172)		(192,022)
Cash, Beginning Of Year		99,235		105,407		297,429
Cash, End Of Year	$	57,880	$	99,235	$	105,407
Supplementary Cash Flow Disclosure And Non-Cash Investing And Financing Activities:
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-
See accompanying notes to consolidated financial statements.

- 48 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

1.

NATURE OF OPERATIONS AND GOING CONCERN

Golden Goliath Resources Ltd. (the “Company”) was incorporated on June 12, 1996 under the Business Corporations Act of British Columbia, Canada.  The Company is a public company listed on the TSX Venture Exchange (the “TSX.V”), trading under the symbol “GNG”. The address of the Company’s corporate office and principal place of business is Suite 711, 675 West Hastings Street, Vancouver, British Columbia, Canada.  The Company’s principal business activity is the acquisition and exploration of resource properties.

The Company is in the exploration stage and is in the process of evaluating its Mexican resource properties and has not yet determined whether these properties contain reserves that are economically recoverable.  The recoverability of amounts shown for exploration and evaluation assets are dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain necessary financing to complete the development of the properties and upon future profitable production or proceeds from the disposition thereof.  Managements’ plan in this regard is to secure additional funds through future equity financings, which either may not be available or may not be available on reasonable terms.

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. This assumes the Company will operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the financial statements. The Company has incurred operating losses since inception, has no source of operating cash flow, minimal income from short-term investments, continues to rely on the cooperation of its related parties, and there can be no assurances that sufficient funding, including adequate financing, will be available to complete the exploration of its mineral properties and to cover general and administrative expenses necessary for the maintenance of a public company. The ability of the Company to arrange additional financing in the future depends in part, on the prevailing capital market conditions and mineral property exploration success. These factors cast substantial doubt on the Company’s ability to continue as a going concern. Accordingly, the financial statements do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and liquidate its liabilities, contingent obligations and commitments other than in the normal course of business and at amounts different from those in the financial statements.  

2.

BASIS OF PRESENTATION

a)

Statement of Compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

b)

Basis of Preparation

These consolidated financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. These consolidated financial statements have also been prepared using the accrual basis of accounting, except for cash flow information.  In the opinion of management, all adjustments (including normal recurring accruals), considered necessary for a fair presentation have been included.

- 49 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

2.

BASIS OF PRESENTATION (Continued)

c)

Foreign Currencies

The Company’s reporting currency and functional currency is the Canadian dollar.  The functional currency of the Mexican subsidiary is the Canadian dollar. Transactions in United States (“US”) and Mexican (“MXN”) foreign currencies have been translated into Canadian dollars as follows:

·

Monetary items at the rate prevailing at the statement of financial position date;

·

Non-monetary items are measured at historical cost at the exchange rate in effect at the date of the transaction;

·

Revenues and expenses are translated at the exchange rate in effect at the date of the transaction; and

·

Gains or losses arising on foreign currency translation are included in the consolidated statements of operations and comprehensive loss.

d)

Significant Accounting Judgments and Estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The preparation of financial statements also requires management to exercise judgment in the process of applying the accounting policies.

On an on-going basis, management evaluates its judgments and estimates in relation to assets, liabilities and expenses.  Management uses historical experience and various other factors it believes to be reasonable under the given circumstances, as the basis for its judgments and estimates.  Revisions to accounting estimates are recognized prospectively from the period in which the estimates are revised.  Actual outcomes may differ from those estimates under different assumptions and conditions.

The following are the key estimate and assumption uncertainties that have a significant risk of resulting in a material adjustment within the next financial year.

Critical Accounting Estimates

Impairment

Assets, especially exploration and evaluation assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts.  The assessment of the carrying amount often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, future capital requirements and future operating performance.

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted.  Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant of shares.  This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of a share option, volatility and dividend yield and making assumptions about them.  The assumptions and model used for estimating fair value for share-based payment transactions are disclosed in Note 9.

- 50 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

2.

BASIS OF PRESENTATION (Continued)

d)

Significant Accounting Judgments and Estimates (Continued)

Critical Judgments Used in Applying Accounting Policies

Determination of going concern assumption

The preparation of these consolidated financial statements requires management to make judgments regarding the applicability of going concern assumption to the Company as discussed in Note 1.

Determination of Cash Generating Units

In performing impairment assessments, assets are grouped together into the smallest group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Management is required to exercise judgment in identifying these cash generating units.

Determination of functional currency

The functional currency for the Company’s subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and the Company reconsiders the functional currency of its entities if there is a change in events and conditions which determined the primary economic environment.

Title to mineral property interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Exploration and evaluation expenditures

The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. If, after the expenditure is capitalized, information becomes available suggesting that the recovery of the expenditure is unlikely, the amount capitalized is written off in the statement of operations in the period the new information becomes available.

Income taxes

Significant judgment is required in determining the provision for income taxes.  There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain.  The Company recognizes liabilities and contingencies for anticipated tax audit issues based on the Company’s current understanding of the tax law.  For matters where it is probable that an adjustment will be made, the Company records its best estimate of the tax liability including the related interest and penalties in the current tax provision. Management believes they have adequately provided for the probable outcome of these matters; however, the final outcome may result in a materially different outcome than the amount included in the tax liabilities.

In addition, the Company recognizes deferred tax assets relating to tax losses carried forward to the extent there are sufficient taxable temporary differences (deferred tax liabilities) relating to the same taxation authority and the same taxable entity against which the unused tax losses can be utilized.  However, utilization of the tax losses also depends on the ability of the taxable entity to satisfy certain tests at the time the losses are recouped.

- 51 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

2.

BASIS OF PRESENTATION (Continued)

Decommissioning liabilities

Judgment is required to determine if there are legal or constructive obligations to incur restoration, rehabilitation and environmental costs when there is an environmental disturbance caused by exploration, development or ongoing production of an exploration and evaluation asset. When it is determined that an obligation exists, a provision is recognized. The provision for decommissioning liabilities depends on estimates of current risk-free interest rates, future restoration and reclamation expenditures and the timing of those expenditures.

3.

SIGNIFICANT ACCOUNTING POLICIES

The accounting policies set out below for the year ended August 31, 2015 have been applied consistently to all periods presented in these consolidated financial statements.

a)

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Minera Delta S.A. de C.V. of Mexico, and 4247 Investments Ltd. (inactive) of British Columbia, Canada. The subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtained control, and will continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. Significant inter-company balances and transactions have been eliminated on consolidation.

b)

Financial Instruments and Risk Management

Financial assets

The Company classifies its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss - This category comprises cash, short term investments and financial assets including derivatives acquired or incurred principally for the purpose of selling or repurchasing in the near term. They are carried in the statements of financial position at fair value with changes in fair value recognized in the statements of operations and comprehensive loss.  

Loans and receivables - These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are carried at amortized cost less any provision for impairment.  Significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default.

Held-to-maturity investments - These assets are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity. These assets are measured at amortized cost using the effective interest rate method. If there is objective evidence that the investment is impaired, determined by reference to external credit ratings and other relevant indicators, the financial asset is measured at the present value of estimated future cash flows. Any changes to the carrying amount of the investment, including impairment losses, are recognized in the statements of operations and comprehensive loss.

Available-for-sale - Non-derivative financial assets not included in the above categories are classified as available-for-sale. They are carried at fair value with changes in fair value recognized directly in equity. Where a decline in the fair value of an available-for-sale financial asset constitutes objective evidence of impairment, the amount of the loss is removed from equity and recognized in the statements of operations and comprehensive loss.

- 52 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

b)

Financial Instruments and Risk Management (Continued)

Financial assets (Continued)

Transaction costs associated with fair value through profit or loss financial assets are expensed as incurred, while transaction costs associated with all other financial assets are included in the initial carrying amount of the asset.

All financial assets except for those at fair value through profit or loss are subject to review for impairment at least at each reporting date. Financial assets are impaired when there is objective evidence that a financial asset or a group of financial assets is impaired. Different criteria to determine impairment are applied for each category of financial assets, which are described above.

Financial liabilities

The Company classifies its financial liabilities into one of two categories, depending on the purpose for which the asset was acquired. The Company's accounting policy for each category is as follows:

Fair value through profit or loss - This category comprises derivatives, or liabilities acquired or incurred principally for the purpose of selling or repurchasing in the near term. They are carried in the statements of financial position at fair value with changes in fair value recognized in the statements of operations and comprehensive loss.

Other financial liabilities - This category includes promissory notes, amounts due to related parties and accounts payable and accrued liabilities, all of which are recognized at amortized cost.

The Company has classified cash as fair value through profit or loss financial assets. Investments in marketable securities are classified as available for sale. Other receivables and related party advances are classified as loans and receivables. Accounts payable and accrued liabilities, due to related parties and promissory notes payable are classified as other financial liabilities. Management did not identify any material embedded derivatives, which require separate recognition and measurement.

Disclosures about the inputs to financial instrument fair value measurements are made within a hierarchy that prioritizes the inputs to fair value measurement.

The three levels of the fair value hierarchy are:

Level 1	Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2	Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3	Inputs that are not based on observable market data

Financial instruments are exposed to credit, liquidity and market risks. Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Liquidity risks is the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities. Market risk is that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of price risk: currency risk, interest rate risk and other price risk.

Credit risk and liquidity risk on amounts due to creditors are significant to the Company’s statement of financial position. The Company manages these risks by actively pursuing additional share capital issuances to settle its obligations in the normal course of its operating, investing and financing activities. The Company’s ability to raise share capital is indirectly related to changing metal prices and the prices of gold and silver in particular. To mitigate this market risk, management of the Company actively pursues a diversification strategy with property holdings focusing on precious metals as well as base metals.

- 53 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

c)

Cash

Cash includes cash on hand, cash held in trust and demand deposits.  

d)

Comprehensive Income

Other comprehensive income represents the change in net equity for the period that arises from unrealized gains and losses on available-for-sale financial instruments. Amounts included in other comprehensive income are shown net of tax. Cumulative changes in other comprehensive income are included in accumulated other comprehensive income which is presented as a category in equity.

e)

Exploration and Evaluation Assets

Exploration and evaluation expenditures include the costs associated with exploration and evaluation activities. Exploration and evaluation expenditures are capitalized as incurred. Costs incurred before the Company has obtained the legal rights to explore an area are recognized in profit or loss.

Exploration and evaluation assets are assessed for impairment if facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, which management has determined to be indicated by a feasibility study, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified to mining property and development assets.

As the Company currently has no operational income, any incidental revenues, including option payments, earned in connection with exploration stage activities are applied as a reduction to capitalized exploration costs with any excess accounted for as a gain on disposal.

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.  If it is determined that exploration and evaluation assets are not recoverable, the property is abandoned; or if management has determined an impairment in value, the property is written down to its estimated recoverable amount.

It is management’s judgment that none of the Company’s exploration and evaluation assets have reached the development stage and as a result are all considered to be exploration and evaluation assets.  

Although the Company has taken steps to verify title to mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company’s title. Property may be subject to unregistered prior agreements and non-compliance with regulatory requirements. The Company is not aware of any disputed claims of title.

f)

Property and Equipment

IFRS requires that assets be disaggregated into individual components for amortization purposes and revaluation of property, plant and equipment to fair value is also permitted. The Company currently tracks individual assets with distinct useful lives and depreciates them separately. The Company elected to use the cost method and not the revaluation method due to the difficulty in determining accurate fair value information and the effort required to continually monitor fair values.

Equipment and vehicles are recorded at cost and amortized on a straight-line basis over their estimated useful lives at the following rates:

Equipment	10% - 30%
Vehicles	25%

- 54 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

g)

Employee Future Benefits

The Company is subject to Mexican statutory laws and regulations governing employee termination benefits and accrues for employee future benefits based on management’s estimates of the expected payments.

These benefits consist of a one-time payment equivalent to 12 days of wages for each year of service (at the employee’s most recent salary, but not to exceed twice the legal minimum wage), payable to all employees.

Under Mexican Labour Law, the Company also provides statutorily mandated severance benefits to its employees terminated under certain circumstances. Such benefits consist of a one-time payment of three months wages plus 20 days of wages for each year of service payable upon involuntary termination without just cause.

Employee future benefits are unfunded.

h)

Impairment of Non-Financial Assets

Impairment tests on intangible assets with indefinite useful economic lives are undertaken annually at the financial year-end.  Other non-financial assets, including exploration and evaluation assets, are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.  Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly.

The impairment test is generally carried out on the asset’s cash-generating units (CGU’s), which is the lowest group of assets in which the asset belongs for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets.  The Company has determined that each exploration and evaluation property is its own CGU as it is expected they will have separately definable cash inflows. At a later stage, if cash inflows change, the Company may group individual properties into one CGU. In the current year the Company grouped all properties in the Fresnillo agreement (Note 7) into one CGU.

Where an indicator of impairment exists, an estimate of the recoverable amount is made.   Determining the recoverable amount requires the use of estimates and assumptions such as long-term commodity prices, discount rates, future capital requirements, exploration potential and operating performance. Changes in circumstances may affect these estimates and the recoverable amount.

An impairment loss is recognized in the statement of operations, except to the extent they reverse gains previously recognized in other comprehensive income or loss.

i)

Impairment of Financial Assets

At each reporting date, the Company assesses whether there is any objective evidence that a financial asset or a group of assets is impaired.  A financial asset or group of financial assets is deemed to be impaired, if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset or the group of financial assets.

j)

Share Capital

Non-monetary consideration

Agent’s warrants, stock options and other equity instruments issued as purchase consideration in non-monetary transactions other than as consideration for mineral properties are recorded at fair value determined by management using the Black-Scholes option pricing model. The fair value of the shares issued is based on the trading price of those shares on the TSX.V on the date of the agreement to issue shares as determined by the Board of Directors. Proceeds from unit placements are allocated between shares and warrants issued using the residual method.

- 55 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

j)

Share Capital (Continued)

Share-based compensation

The share option plan allows Company employees and consultants to acquire shares of the Company. The fair value of options granted is recognized as an employee or consultant expense with a corresponding increase in equity. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.  

The fair value is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest.

In situations where equity instruments are issued to non‐employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share‐based payment. Otherwise, share‐based compensation is measured at the fair value of goods or services received.

Share issuance costs

Costs directly identifiable with the raising of share capital financing are charged against share capital. Share issuance costs incurred in advance of share subscriptions are recorded as non-current deferred assets. Share issuance costs related to uncompleted share subscriptions are charged to operations.

k)

Earnings (Loss) Per Share

Earnings (loss) per share are calculated based on the weighted average number of shares outstanding. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and other similar instruments. Under this method, the dilutive effect on earnings per share is calculated to reflect the use of the proceeds that could be obtained upon the exercise of options and warrants. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. Basic and diluted losses per share are equal as the assumed conversion of outstanding options and warrants would be anti-dilutive.

l)

Income Taxes

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

Current income taxes are recognized for the estimated income taxes payable or receivable on taxable income or loss for the current year and any adjustment to income taxes payable in respect of previous years.  Current income taxes are determined using tax rates and tax laws that have been enacted or substantively enacted by the year-end date.

Deferred tax assets and liabilities are recognized where the carrying amount of an asset or liability differs from its tax base, except for taxable temporary differences arising on the initial recognition of goodwill and temporary differences arising on the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting nor taxable profit or loss.

Recognition of deferred tax assets for unused tax losses, tax credits and deductible temporary differences is restricted to those instances where it is probable that future taxable profit will be available against which the deferred tax asset can be utilized. At the end of each reporting period, the Company reassesses unrecognized deferred tax assets. The Company recognizes a previously unrecognized deferred tax asset

- 56 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

l)

Income Taxes (Continued)

to the extent that it has become probable that future taxable profit will allow the deferred  tax  asset  to  be recovered.

m)

Decommissioning Liabilities

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 a mineral property interest. Such costs arising from the decommissioning of plant and other site preparation work, discounted to their net present value, are provided for and capitalized at the start of each project to the carrying amount of the asset, as soon as the obligation to incur such costs arises. A pre-tax discount rate that reflects the time value of money and the risks specific to the liability are used to calculate the net present value of the expected future cash flows. These costs are charged to the statement of operations over the economic life of the related asset, through depreciation expense using either the unit-of-production or the straight-line method as appropriate. The related liability is progressively increased each period as the effect of discounting unwinds, creating an expense recognized in the statement of operations.  The liability is assessed at each reporting date for changes to the current market-based discount rate, amount or timing of the underlying cash flows needed to settle the obligation.

The Company has no material restoration, rehabilitation and environmental costs as any disturbance to date is minimal.

4.

RECENT ACCOUNTING PRONOUNCEMENTS

a)

New Standard IFRS 9 “Financial Instruments”

This standard addresses classification and measurement of financial assets and replaces the multiple category and measurement models in IAS 39 for debt instruments with a new mixed measurement model having only two categories: Amortized cost and fair value through profit or loss. IFRS 9 also replaces the models for measuring equity instruments and such instruments are either recognized at the fair value through profit or loss or at fair value through other comprehensive income. Where such equity instruments are measured at fair value through other comprehensive income, dividends are recognized in profit or loss to the extent not clearly representing a return of investment: however, other gains and losses (including impairments) associated with such instruments remain in accumulated other comprehensive income indefinitely.

Requirements for financial liabilities were added in October 2010 which mainly carried forward existing requirements in IAS 39, Financial Instruments – Recognition and Measurement, except that fair value changes due to credit risk for liabilities designated at fair value through profit and loss would generally be recorded in other comprehensive income.

This new standard is a partial replacement of IAS 39 “Financial Instruments: Recognition and Measurement”. This new standard is effective for annual periods beginning on or after January 1, 2018.

b)

Revenue from Contracts with Customers

On May 28, 2014, the IASB issued IFRS 15, “Revenue from Contracts with Customers”.  The new standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue:  at a point in time or over time.  The model features a contract-based five step analysis of transactions to determine whether, how much and when revenue is recognized.  New estimates and judgmental thresholds have been introduced which may affect the amount and/or timing of revenue recognized.  The new standard is effective for fiscal years beginning on or after January 1, 2018 and is available for early adoption.

The Company is currently evaluating the impact of IFRS 15 on its financial statements and expects to apply the standard in accordance with its future mandatory effective date.

- 57 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

3.

RECENT ACCOUNTING PRONOUNCEMENTS (Continued)

c)

Investments in Associates and Joint Ventures

IAS 28, “Investments in Associates and Joint Ventures”, has been amended for conforming changes based on the issuance of IFRS 10, Consolidated Financial Statements, and IFRS 11, Joint Arrangements.  The Company does not anticipate this amendment to have a significant impact on its financial statements.

d)

Intangible Assets

On May 12, 2014, the IASB issued amendments to IAS 38 “Intangible Assets”.  The amendments in IAS 38 introduce a rebuttable presumption that a revenue-based amortization method for intangible assets is inappropriate.  This presumption could be overcome only when revenue and consumption of the economic benefits of the intangible asset are highly correlated or when the intangible asset is expressed as a measure of revenue.

The Company intends to adopt the amendments to IAS 38 in its financial statements for the annual period beginning on September 1, 2016.  The extent of the impact of adoption of the amendments has not yet been determined.

5.

MARKETABLE SECURITIES

Marketable securities consist of $Nil (2015 – 425,000) common shares of Comstock Metals Ltd. with a fair value of $Nil (2015 - $10,625).

Marketable securities are measured at fair value with changes in fair value recorded in other comprehensive income (loss) until the investment is derecognized or impaired, at which time the gain (loss) would be recorded in net income.

In the year ended August 31, 2016, the Company sold the remaining shares in Comstock Metals Ltd. The entire amount in accumulated other comprehensive income (AOCI) was due to the net unrealized gains and losses from the initial acquisition of the shares in Comstock Metals Ltd. Accordingly upon the final sale of these shares, the Company recorded a realized loss of $75,134 (2015 - $Nil) and recorded a reclassification adjustment of $74,763 in AOCI.

6.

ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

	AUGUST 31
	2016	2015
Sales taxes recoverable	$       1,566	$         2,857
Other receivable	662	14,905
	$       2,228	$       17,762

- 58 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

7.

EXPLORATION AND EVALUATION ASSETS

Detailed exploration and evaluation expenditures incurred in respect to the Company’s mineral property interests owned, leased or held under option are disclosed in Note 16.  Property payments made on the Company’s mineral property interests are included in the property descriptions below.  Acquisition costs paid through August 31, 2016 and 2015 are as follows:

	2016		2015
San Timoteo, Oro Leon, Nueva Union, La Reforma	$	69,257	$	69,257
Los Hilos, Las Bolas, El Manto, Don Lazaro, La Verde		187,123		187,123
Nopalera, Flor de Trigo		78,393		78,393
Total acquisition costs		334,773		334,773
Exploration and evaluation assets (Note 16)		2,606,046		3,010,176
Total exploration and evaluation assets	$	2,940,819	$	3,344,949

The Company has an extensive property portfolio of mining concessions, acquired mainly through staking, in the Uruachic District of Mexico covering approximately 10,000 hectares. The Company has various net smelter returns on specific claims forming a part of the Company’s properties. The net smelter returns range from 1% to 3%, which have buyouts ranging from US$250,000 to US$2,000,000.

In May 2007 and amended April 2011, the Company optioned to Comstock Metals Ltd. (“Comstock”) the right to earn up to a 75% and 60% interest respectively in the Corona and El Chamizal properties in exchange for Comstock spending $500,000 and $200,000 on the respective properties before February 8, 2014, and issuing 300,000 (300,000 common shares received) and 150,000 (25,000 common shares received) common shares respectively to the Company over a period of two years. In order to keep the option in good standing, Comstock paid $50,000 and issued an additional 200,000 common shares to the Company.

The Company has received notice from Comstock that it has spent in excess of $1,000,000 at Corona and effective April 9, 2013, the Company and Comstock entered into a joint venture agreement to further explore the property whereby Comstock will act as the operator. The Company is responsible for 40% of all exploration costs going forward.  The Company has been advised that Comstock does not wish to proceed with the joint venture, as such the Company is responsible for 100% of the Corona costs.

During the year ended August 31, 2016, $29,618 (2015 - $81,214) in deferred expenditures related to certain mineral claims were written down. These write-downs were mainly related to the Company’s San Timoteo/Corona (2015 – San Timoteo/Bufalo) Property.  A number of other smaller claims were written off which the Company will continue to hold but which are not viewed as priorities. Management does not currently intend to conduct any exploration activities on these non-core claims in the next year.

On November 5, 2015, the Company signed a definitive agreement with Fresnillo PLC (“Fresnillo”) granting Fresnillo an option over certain of the Company’s properties in the Uruachic mining camp. Under the terms of the agreement, Fresnillo may earn a 100% interest (subject to a 1% net smelter royalty half of which may be purchased for US$500,000) in the La Reforma, Nueva Union, Oteros, Las Bolas, Nopalera, La Barranca and Corona properties by making cash payments totaling approximately US$3,000,000 over 3 years and by paying all mining rights (property taxes) and conducting all assessment work required to keep the properties in good standing. As part of the US$3,000,000 in payments, approximately US$700,000 is due in regular instalments over 3 years in return for granting Fresnillo the right to perform exploration and assessment work to evaluate the properties. If at the end of the evaluation period they wish to continue with the acquisition of a 100% interest, a payment of US$2,300,000 is required. Fresnillo has the right to terminate this agreement at any time during the exploration period with no further payments required.

- 59 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

7.

EXPLORATION AND EVALUATION ASSETS (Continued)

As at August 31, 2016, $666,380 in payments have been received. This includes the first two required payments for the exploration rights plus reimbursement of certain exploration costs incurred by the Company. Approximately US$400,000 is due, in six month intervals, from the exploration rights at year-end in addition to the final US$2,300,000 payment.

During the year ended August 31, 2015, pursuant to a letter of intent dated July 14, 2015, Fresnillo advanced $328,254 (4,154,580 Mexican pesos) to the Company through two promissory notes in order to initiate negotiations to sign the definitive agreement.  The promissory notes were unsecured, due on demand, and bore interest at the Mexican prime rate plus 5% per annum.  At the signing of the definitive agreement on November 5, 2015, these promissory notes were cancelled and the amounts outstanding plus interest were applied to the cash payments schedule per the agreement.

The Company will keep an undivided 100% interest in its principal property in the District, San Timoteo, where work has been focused for the last several years. In the event that the Company’s plans change , Fresnillo has been granted a right of first refusal over this property.

8.

PROPERTY AND EQUIPMENT

		EQUIPMENT		VEHICLES		LAND		TOTAL
COST
Balance August 31, 2015 and 2014	$	157,324	$	90,815	$	18,917	$	267,056
Disposals*		-		(77,044)		-		(77,044)
Balance August 31, 2016	$	157,324	$	13,771	$	18,917	$	190,012
ACCUMULATED AMORTIZATION
Balance August 31, 2014	$	116,245	$	73,695	$	-	$	189,940
Amortization		18,362		17,120		-		35,482
Balance August 31, 2015	$	134,607	$	90,815	$	-	$	225,422
Amortization		14,946		-		-		14,946
Disposals*		-		(77,044)		-		(77,044)
Balance August 31, 2016	$	149,553	$	13,771	$	-	$	163,324
CARRYING AMOUNTS
As at August 31, 2015	$	22,717	$	-	$	18,917	$	41,634
As at August 31, 2016	$	7,771	$	-	$	18,917	$	26,688

*Due to reduced activities in Mexico, the Company has removed fully depreciated vehicles that are no longer in use.

- 60 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

9.

SHARE CAPITAL AND RESERVES

Authorized

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

Issued and Fully Paid

As at August 31, 2016, the Company had 106,660,889 (2015 – 106,660,889) common shares issued and fully paid.

Warrants

As at August 31, 2016, there are no outstanding share purchase warrants. On March 26, 2016, the following share purchase warrants issued on March 28, 2013 in connection with private placements expired unexercised.

NUMBER OF WARRANTS	EXERCISE PRICE
10,833,333	$0.12
1,155,555	$0.09
11,988,888

The weighted average remaining contractual life of the warrants outstanding at August 31, 2016 was nil years (2015 – 0.57 years) and the weighted average exercise price was $Nil (2015 - $0.12).

Stock Options

The Company has a 10% rolling stock option plan for its directors, officers, employees and consultants to acquire common shares of the Company at a price determined with reference to the fair market value of the shares at the date of grant.  The Company’s stock option plan provides for immediate vesting, or vesting at the discretion of the Board at the time of the option grant. Options are exercisable for a period of up to 5 years. Stock options granted to investor relations’ consultants vest over a twelve month period, with one quarter of such options vesting in each three month period.

During the year ended August 31, 2016 the company granted 3,400,000 stock options to consultants and Directors of the Company at an exercise price of $0.085 per share, expiring on July 11, 2021. The fair value of the stock options granted has been calculated using the Black-Scholes pricing model, based on the following assumptions: weighted average risk free interest rate of 1.16%, volatility factor of 125.90% and an expected life of five years.

A summary of changes in stock options is presented below:

		WEIGHTED
	NUMBER	AVERAGE
	OF	EXERCISE
	SHARES	PRICE
Balance, August 31, 2014	6,750,000	$       0.24
Cancelled	(4,825,000)	0.23
Expired	(1,925,000)	0.25
Balance, August 31, 2015	-	$             -
Granted	3,400,000	0.085
Balance, August 31, 2016	3,400,000	$     0.085

The weighted average remaining contractual life of the options outstanding at August 31, 2016 was 4.86 years (2015 –nil years).

- 61 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

9.

SHARE CAPITAL AND RESERVES (Continued)

Nature and Purpose of Reserves

The reserves recorded in equity on the Company’s statements of financial position is comprised of “Share-based Payments Reserve” and is used to recognize the fair value of stock option grants prior to exercise, expiry or cancellation and the fair value of other share-based consideration paid at the date of payment.

10.

LOSS PER SHARE

The Company calculates the basic and diluted loss per common share using the weighted average number of common shares outstanding during each period and the diluted loss per share assumes that the outstanding vested stock options and share purchase warrants had been exercised at the beginning of the year.

To compute diluted earnings per share, the average number of shares outstanding is adjusted for the number of all potentially dilutive shares.  As of August 31, 2016, the Company had a total of 3,400,000 (2015 – nil; 2014 – 6,750,000) stock options outstanding.  As of August 31, 2016, the Company also had a total of Nil (2015 and 2014, 11,988,888 of which 1,155,555 were potentially dilutive) warrants outstanding.  Dilutive options and warrants were not included in the Company’s loss per common share calculation because the result was anti-dilutive.

11.

SEGMENTED INFORMATION

The Company has one operating segment, which is mineral exploration.  All mineral properties are located in Mexico.  All mineral option proceeds are attributable to the Mexican mineral properties. Net loss and assets by geographic segment, at cost, are as follows:

	CANADA		MEXICO		TOTAL
August 31, 2016
Current assets	$	45,407	$	55,945	$	101,352
Property and equipment	$	776	$	25,912	$	26,688
Exploration and evaluation assets	$	-	$	2,940,819	$	2,940,819
Value-added taxes recoverable	$	-	$	170	$	170
Total assets	$	46,183	$	3,022,846	$	3,069,029
Accounts payable and accrued liabilities	$	13,614	$	5,836	$	19,450
Employment benefit obligations	$	-	$	73,347	$	73,347
Net loss for the year	$	651,690	$	70,446	$	722,136
August 31, 2015
Current assets	$	127,518	$	52,584	$	180,102
Property and equipment	$	7,769	$	33,865	$	41,634
Exploration and evaluation assets	$	-	$	3,344,949	$	3,344,949
Value-added taxes recoverable	$	-	$	96,484	$	96,484
Total assets	$	135,287	$	3,527,882	$	3,663,169
Accounts payable and accrued liabilities	$	6,425	$	7,060	$	13,485
Employment benefit obligations	$	-	$	79,674	$	79,674
Net loss for the year	$	390,955	$	184,453	$	575,408

- 62 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

12.

FINANCIAL INSTRUMENTS

As at August 31, 2016 and 2015, the carrying value of the Company’s financial instruments approximates their fair value. Cash and marketable securities are recorded at fair value and the Company’s other financial instruments are recorded at amortized cost, which approximates fair value due to their short term nature. The Company’s financial instruments are classified into the following categories:

		AUGUST 31
		2016				2015
	LEVEL	CARRYING VALUE		FAIR VALUE		CARRYING VALUE		FAIR VALUE
Fair value through profit or loss
Cash	1	$	57,880	$	57,880	$	99,235	$	99,235
Available for sale
Marketable securities	1	$	-	$	-	$	10,625	$	10,625
Loans and receivables
Accounts receivable	2	$	2,228	$	2,228	$	17,762	$	17,762
Due from related parties	2	$	3,821	$	3,821	$	30,572	$	30,572
Other Financial Liabilities
Accounts payable and accrued liabilities	2	$	19,450	$	19,450	$	13,485	$	13,485
Due to related parties	2	$	386,951	$	386,951	$	231,602	$	231,602
Promissory notes payable	2	$	-	$	-	$	328,254	$	328,254

There have been no transfers between levels 1 and 2, or transfers in or out of level 3 for the years ended August 31, 2016 and 2015.

Financial Instrument Risk Exposure and Risk Management

The Company is exposed in varying degrees to a variety of financial instrument related risks.  The Board of Directors approves and monitors the risk management process.  The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Company’s competitiveness and flexibility. The types of risk exposure and the way in which such exposure is managed is provided as follows:

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to fulfil an obligation and cause the other party to incur a financial loss. The Company’s credit risk to its financial assets are summarized below:

	AUGUST 31, 2016		AUGUST 31, 2015
Cash	$	57,880	$	99,235
Marketable securities	$	-	$	10,625
Accounts receivable	$	2,228	$	17,762
Due from related parties	$	3,821	$	30,572

The credit risk of accounts receivable and marketable securities is assessed as low. The carrying amount of these financial assets is their maximum exposure to credit risk. The Company does not invest in asset–backed commercial papers.

- 63 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

12.

FINANCIAL INSTRUMENTS (Continued)

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulties in meeting its financial obligations associated with its financial liabilities as they fall due. The Company ensures that there is sufficient capital in order to meet short term business requirements, after taking into account the Company’s holdings of cash.   

As of August 31, 2016, the Company does not have sufficient cash and highly liquid investments on hand to meet current liabilities and its expected administrative requirements for the coming year. The Company has cash of $57,880 (2015 - $99,235) and total liabilities of $479,748 (2015 - $653,015). Accounts payable and accrued liabilities and due to related parties of $406,401 (2015 - $243,087) are due within three months. Management has assessed liquidity risk as high. (Note 1)

Market Risk

The significant market risk exposures to which the Company is exposed are foreign exchange risk, interest rate risk, and commodity price risk.

Foreign Currency Risk

The Company has operations in Canada and Mexico subject to foreign currency fluctuations.  The Company’s operating expenses are incurred in Canadian dollars and Mexican pesos, and the fluctuation of the Canadian dollar in relation to this other currency will have an impact upon the profitability of the Company and may also affect the value of the Company’s assets and the amount of equity.  The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks.

Financial assets and liabilities denominated in Mexican Pesos and U.S. dollars were as follows:

	AUGUST 31, 2016		AUGUST 31, 2015
U.S. Dollars
Financial assets	$	-	$	-
Financial liabilities	$	2,500	$	1,500
Mexican Pesos
Financial assets	$	316,309	$	419,906
Financial liabilities	$	132,766	$	131,790

Based on the above net exposures as at August 31, 2016, and assuming that all other variables remain constant, a 10% change in the value of the Mexican peso against the Canadian dollar would result in an increase/decrease of approximately $1,300 (2015 - $4,400) in loss from operations.  Based on the above net exposures as at August 31, 2016, and assuming that all other variables remain constant, a 10% change in the value of the US dollar against the Canadian dollar would result in an increase/decrease of approximately $300 (2015 - $200) in loss from operations.

Interest Rate Risk

As at August 31, 2016, the Company has no significant exposure to interest rate risk through its financial instruments.

Other Risks

The Company's operations are in northern Mexico and are subject to various levels of political, economic and other risks and uncertainties unique to Mexico. These risks and uncertainties may include: extreme fluctuations in currency exchange rates; high rates of inflation; labor unrest; risks of war or civil unrest; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; corruption; restrictions on foreign exchange and repatriation; hostage taking; and changing political conditions and currency controls. In addition, the Company may have to comply with multiple and potentially conflicting regulations in Canada and Mexico, including export requirements, taxes, tariffs, import duties and other trade barriers, as well as health, safety and environmental requirements.  Changes, if any, in mining or

- 64 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

12.

FINANCIAL INSTRUMENTS (Continued)

Interest Rate Risk (Continued)

investment policies or shifts in political attitude in Mexico may adversely affect the Company's operations. Operations may be affected in varying degrees by government regulations with respect to matters including restrictions on production, price controls, export controls, currency controls or restrictions, currency remittance, income and other taxes, expropriation of property, foreign  investment, maintenance of claims, environmental legislation, land  use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights applications and tenure could result in loss, reduction or expropriation of entitlements or the imposition of additional local or foreign parties as joint venture partners with carried or other interests.

13.

CAPITAL DISCLOSURES

The Company was formed for the purpose of acquiring exploration and development stage natural resource properties.  The directors determine the Company’s capital structure and make adjustments to it based on funds available to the Company, in order to support the acquisition, exploration and development of mineral properties.  The directors have not established quantitative return on capital criteria for capital management.

The Company is dependent upon external financing to fund future exploration programs and its administrative costs. The Company will spend existing working capital and raise additional amounts as needed.  The Company will continue to assess new properties and to seek to acquire an interest in additional properties if management feels there is sufficient geologic or economic potential and provided it has adequate financial resources to do so.

The directors review the Company’s capital management approach on an ongoing basis and believe that this approach, given the relative size of the Company, is reasonable. The Company’s objective when managing capital is to safeguard the Company’s ability to continue as a going concern. (Note 1)

The Company considers the items included on the statement of financial position in equity as capital.  The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets.  In order to maintain or adjust the capital structure, the Company may issue new shares through private placements, sell assets to reduce debt or return capital to shareholders.  There were no changes to the Company’s approach to capital management during the year.  Neither the Company nor its subsidiaries are subject to externally imposed capital requirements.

14.

RELATED PARTY BALANCES AND TRANSACTIONS

Key Management Compensation

	YEARS ENDED AUGUST 31
	2016		2015		2014
Golden Goliath Resources Ltd.
Management fees	$	120,000	$	120,000	$	120,000
Consulting fees		72,000		100,000		47,500
Share-based compensation		188,280		-		-
Minera Delta S.A. de C.V.
Wages and benefits		24,000		24,000		41,520
Total	$	216,000	$	244,000	$	209,020

Payments to key management personnel including the President, Chief Financial Officer, directors and companies directly controlled by key management personnel, and a former director, are directly related to their position in the organization.

- 65 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

14.

RELATED PARTY BALANCES AND TRANSACTIONS (Continued)

Other Related Party Transactions

The Company entered into the following transactions and had the following balances payable with related parties.. Balances outstanding are non-interest bearing, unsecured and had no specific terms for collection or repayment.

a)

During the year ended August 31, 2016, the Company paid $Nil (2015 - $Nil; 2014 - $17,603) in respect of office and administration costs to a management company controlled by a former director of the Company.

b)

Due from related parties consists of $3,821 (2015 - $30,572) due from companies controlled by common directors.

c)

Due to related parties consists of $386,951 (2015 - $231,602) due to directors and company controlled by common director.

d)

During the year ended August 31, 2016, the Company paid $16,500 (2015 - $23,000) in respect of rent to a company with a common director.

15.

INCOME TAXES

The Company is subject to income taxes on its non-consolidated financial statements in Canada and Mexico.  The consolidated provision for income taxes varies from the amount that would be computed from applying the combined statutory income tax rates to net loss before taxes were approximately as follows:

		2016	2015		2014
Combined statutory tax rate		27%		27%		26%
Expected income tax expense (recovery)	$	(191,000)	$	(154,000)	$	(923,000)
Non-deductible differences and other		167,000		305,000		9,000
Effect of changes in tax rate		-		(146,000)		117,000
Change in tax assets not recognized		24,000		(5,000)		797,000
Income tax provision	$	-	$	-	$	-

The significant components of the Company’s deferred income tax assets were approximately as follows:

	2016		2015
Property and equipment and other	$	15,000	$	19,000
Exploration and evaluation assets		554,000		553,000
Losses available for future periods		3,199,000		3,176,000
Share issue costs		5,000		11,000
Capital losses		10,000		-
Tax assets not recognized		(3,783,000)		(3,759,000)
Net deferred income tax assets	$	-	$	-

- 66 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

15.

INCOME TAXES (Continued)

The Company has Canadian and Mexican non-capital losses of approximately $11,537,000 which may be carried forward and applied against taxable income in future years.  The Canadian and Mexican tax losses expire between August 31, 2026 and 2036, and December 31, 2016 and 2026 respectively as follows:

CANADA			MEXICO
2026	$	404,000	2016	$	--
2027		536,000	2017		1,296,000
2028		530,000	2018		434,000
2029		515,000	2019		807,000
2030		666,000	2020		375,000
2031		610,000	2021		1,252,000
2032		1,473,000	2022		-
2033		578,000	2023		438,000
2034		454,000	2024		267,000
2035		398,000	2025		82,000
2036		362,000	2026		60,000
	$	6,526,000		$	5,011,000

- 67 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

16.

EXPLORATION AND EVALUATION ASSETS

	San Timoteo Oro Leon Nueva Union La Reforma	Oteros La Esperanza La Hermosa	Bufalo La Barranca	Los Hilos Las Bolas El Manto Don Lazaro La Verde	­ Nopalera Flor de Trigo	­ Corona Beck El Chamizal El Canario La Cruz	­ Las Trojas La Gloria Todos los Santos Los Cantiles	Total
Balance, August 31, 2014	$              --	$            --	$            --	$  2,056,505	$   927,333	$           --	$              --	$  2,983,838
Incurred during the year
Geology and mapping	198	--	--	340	--	--	--	538
Property taxes and passage rights	18,317	6,085	29,044	6,387	14,957	15,261	571	90,622
Salaries	634	--	--	--	--	--	--	634
Travel	287	--	--	51	--	--	--	338
Facilities and other	10,360	--	--	4,603	--	--	457	15,420
Write down	(29,796)	(6,085)	(29,044)	--	--	(15,261)	(1,028)	(81,214)
Balance, August 31, 2015	--	--	--	2,067,886	942,290	--	--	3,010,176
Incurred during the year
Geology and mapping	110	--	--	--	--	--	--	110
Property taxes and passage rights	36,843	17,222	93,396	18,087	30,139	45,358	1,615	242,660
Facilities and other	15,108	--	--	--	6,590	--	340	22,038
Option payment received	(25,001)	(17,222)	(93,396)	(314,300)	(171,706)	(43,140)	(1,615)	(666,380)
Write down	--	--	--	--	--	(2,218)	(340)	(2,558)
Balance, August 31, 2016	$       27,060	$             --	$             --	$  1,771,673	$   807,313	$            --	$               --	$  2,606,046

- 68 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2016, 2015 AND 2014

(Expressed in Canadian Dollars)

17.

SUBSEQUENT EVENTS

Subsequent to the year-end a further payment of US$100,000 was received relating to the Fresnillo agreement (Note 7).

- 69 -

SIGNATURE PAGE

Pursuant to the requirements of Section 12g of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Golden Goliath Resources Ltd.; SEC File Number 0-31204

Registrant

Dated:  January 18, 2017	By:   /s/  “J. Paul Sorbara”
	J. Paul Sorbara, President/Director

- 70 -

EX-12.1

CERTIFICATION

I, J. Paul Sorbara, President, certify that:

1. I have reviewed this annual report on Form 20-F of Golden Goliath Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: January 18, 2017

/s/  “J. Paul Sorbara”

J. Paul Sorbara, President/Director

EX-12.2

CERTIFICATION

I, Stephen Pearce, Chief Financial Officer, certify that:

1. I have reviewed this annual report on Form 20-F of Golden Goliath Resources Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: January 18, 2017

/s/  “Stephen Pearce”

Stephen Pearce, Chief Financial Officer

EX-13.1

Certification of Chief Executive Officer

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with this Annual Report for Fiscal 2016 Ended August 31, 2016 of Golden Goliath Resources Ltd., a company organized under the British Columbia Corporations Act (the “Company”) on Form 20-F as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, J. Paul Sorbara, President and Director of the Company, certifies, pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/  “J. Paul Sorbara”

J. Paul Sorbara, President/Director

Date: January 18, 2017

EX-13.2

Certification of Chief Financial Officer

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with this Annual Report for Fiscal 2016 Ended August 31, 2016 of Golden Goliath Resources Ltd., a company organized under the British Columbia Corporations Act (the “Company”) on Form 20-F as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Stephen Pearce, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. (S) 1350, as adopted pursuant to (S) 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/  “Stephen Pearce”

Stephen Pearce, Chief Financial Officer

Date: January 18, 2017