Management Discussion and Analysis

For

Golden Goliath Resources Ltd.

For the Fiscal Quarter Ending May 31, 2018

General

The following management discussion and analysis has been prepared as of July 30, 2018.  The selected financial information set out below and certain comments which follow are based on and derived from the management prepared consolidated financial statements of Golden Goliath Resources Ltd. (the “Company” or “Golden Goliath”) for the quarter ending May 31, 2018 and should be read in conjunction with them.

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.

Overall Performance

During the fiscal quarter ending May 31, 2018, the Company planned and prepared a budget for the summer work program on its 100% owned San Timoteo property. The proposed program did not start until July 8, 2018.  The work was designed to continue the target selection process, including evaluating what road work would be needed to drill the various targets and a site visit by drillers for bidding purposes. Previous compilation work on San Timoteo has already defined over 40 drill targets. Physical inspection of these sites is necessary as part of the process of selecting the best holes to drill. It is also necessary for the drilling company to inspect the No. 5 level tunnel, where several priority targets are located to see what size of underground drill rig would be required.

Results of Operation

For the quarter ended May 31, 2018, the Company incurred a comprehensive loss of $168,564 compared to comprehensive loss of $97,721 for the third quarter of the prior year and $97,068 last quarter.  The significant differences between these periods include:

·

Share-based compensation of $79,381 compared to nil in the quarters under comparison.  This is a non-cash based expense related to fair value of incentive stock options granted during the period.

·

Management fees were $10,000 less than the prior year, but the same as last quarter as there was one fewer directors receiving directors fees this year.

·

Wages and benefits decreased to $nil in the past quarter compared to $6,000 in the quarter the year prior as the Company had fewer people working.

·

Travel costs were $3,318 last quarter compared to nil last quarter and $200 one year ago due to a company executive travelling to a mining conference.

·

The Company recorded a loss on foreign currency exchanges of $3,525 last quarter compared to a gain of $500 in the quarter a year prior due to currency exchange rate fluctuations.  

As of May 31, 2018, deferred mineral property exploration costs totalled $2,555,018 compared to $2,753,687 at August 31, 2017.  The reduction in deferred property costs relate mainly to option payments received from Fresnillo and certain mineral property write-downs.    

Summary of Quarterly Results

The following table sets forth selected quarterly financial information for each of the last eight (8) quarters prepared in accordance with IFRS.

Quarter Ending	Other Income	Comprehensive Loss (Gain)	Net Loss per Share (Gain)
May 31, 2018 February 28, 2018 November 30, 2017 August 31, 2017 May 31, 2017 February 28, 2017 November 30, 2016 August 31, 2016	Nil Nil Nil 2,018 Nil Nil Nil 1	168,564 97,068 69,621 52,919 97,721 105,482 77,553 768,056	0.002 0.000 0.000 0.001 0.001 0.001 0.015 (0.002)

NOTE:  There were no discontinued operations or extraordinary items on the Company’s financial statements during the above mentioned periods.

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 working capital (deficit) of ($577,613) at February 28, 2018 compared to ($521,376) at August 31, 2017.  The Company’s cash position at May 31, 2018 was $146,093.

Capital Resources

Other than property taxes which are approximately $240,000 per year, the Company does not have any capital resource commitments.  Apart from approximately $40,000 per year, the remaining taxes payable are required to be paid by Fresnillo pursuant to the option agreement.

Transactions with Related Parties

Key Management Compensation

	9 MONTHS ENDED
	MAY 31
	2018		2017
Golden Goliath Resources Ltd.
Management fees	$	90,000	$	90,000
Consulting fees		54,000		54,000
Minera Delta S.A. de C.V.
Wages and benefits		18,000		18,000
Total	$	162,000	$	162,000

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.

Other Related Party Transactions

The Company entered into the following transactions and had the following balances payable with related parties. The transactions were recorded at the exchange amount agreed to by the related parties. Balances outstanding are non-interest bearing, unsecured and had no specific terms for collection or repayment.

a)

Due from related parties consists of $3,911 (2017 - $3,911) due from companies controlled by common directors.

b)

Due to related parties consists of $658,734 (2017 - $542,390) due to directors and a company controlled by a common director.

Critical Accounting Estimates

Exploration and Evaluation Assets

Exploration and evaluation expenditures include the costs associated with exploration and evaluation activity. 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 (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) 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.

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.

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.

Changes in Accounting Policy

There were no changes in accounting policy in the past year.

Financial Instruments and Other Instruments

The Company has not entered into any specialized financial agreements to minimize its investment risk, currency risk or commodity risk.  As of the date hereof, the Company’s investment in resource properties has full exposure to commodity risk, both upside and downside.  As the metal prices move so too does the underlying value of the Company’s metal projects.

Outstanding Share Data

The authorized share capital consists of an unlimited number of common shares.  As of May 31, 2018 and the date hereof, an aggregate of 106,660,889 common shares were issued and outstanding.  

The Company has nil share purchase warrants outstanding as of May 31, 2018 and the date hereof.

As of May 31, 2018, the Company had 5,950,000 incentive stock options outstanding at a price of $0.091.  

Disclosure Controls and Procedures

Disclosure controls and procedures (“DC&P”) are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to management.  Internal controls over financial reporting (“ICFR”) are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purpose in accordance with Canadian generally accepted accounting principles.

TSX Venture listed companies are not required to provide representations in the annual filings relating to the establishment and maintenance of DC&P and ICFR, as defined in Multinational Instrument 52-109.  In particular, the CEO and CFO certifying officers do not make any representations relating to the establishment and maintenance of (a) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation, and (b) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.  The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in their certificates regarding the absence of misrepresentations and fair disclosure of financial information.  Investors should be aware that inherent limitation on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in Multinational Instrument 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.  

Additional information relating to the Company can be found on SEDAR at www.sedar.com and also on the Company’s website at www.goldengoliath.com