Golden Goliath Resources (GNG) 20-F 2014 FY Annual report (foreign)

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, 2014

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 number000-31204

Golden Goliath Resources Ltd.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

675 West Hastings Street, #711, Vancouver, British Columbia  Canada  V6B 1N2

(Address of principal executive offices)

J. Paul Sorbara:: 604-682-2950;jps@goldengoliath.com; 675 West Hastings St. #711, Vancouver, BC  V6B 1N2

(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¨ Nox

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¨ Nox

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 Yesx 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 filerx

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 18x

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¨ Nox

Page 1 of 84

Index to Exhibits on Page 57

GOLDEN GOLIATH RESOURCES LTD.

FORM 20-F ANNUAL REPORT

AUGUST 31, 2014

TABLE OF CONTENTS

Part I		Page
	Introduction	3
Item 1	Identity of Directors, Senior Management and Advisors	4
Item 2	Offer Statistics and Expected Timetable	4
Item 3	Key Information	4
Item 4	Information on the Company	10
Item 5	Operating and Financial Review and Prospects	35
Item 6	Directors, Senior Management and Employees	40
Item 7	Major Shareholders and Related Party Transactions	48
Item 8	Financial Information	50
Item 9	The Offer and Listing	50
Item 10	Additional Information	53
Item 11	Quantitative and Qualitative Disclosures About Market Risk	54
Item 12	Description of Securities Other Than Equity Securities	54

Part II
Item 13	Defaults, Dividend Arrearages and Delinquencies	55
Item 14	Material Modifications to the Rights of Security Holders and Use of Proceeds	55
Item 15	Controls and Procedures	55
Item 16	Reserved	56
Item 16A	Audit Committee Financial Expert	56
Item 16B	Code of Ethics	56
Item 16C	Principal Accountant Fees and Services	56
Item 16D	Exemptions from the Listing Standards for Audit Committee	57
Item 16E	Purchases of Equity Securities by the Company and Affiliated Purchasers	57
Item 16F	Change in Registrant’s Certifying Accountant	57
Item 16G	Corporate Governance	57

Part III
Item 17	Financial Statements	57
Item 18	Financial Statements	57
Item 19	Exhibits	57

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INTRODUCTION

Golden Goliath Resources Ltd. is organized under theBritish 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 675 West Hastings Street, #711, Vancouver, British Columbia, Canada  V6B 1N2.  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 atwww.sec.gov.  Further, we file reports under Canadian regulatory requirements on SEDAR; you may access our reports filed on SEDAR by accessing their website atwww.sedar.com.  Finally, corporate information may be found at the Company’s website: .

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 $10,000 in working capital at 11/30/2014 to fund the current exploration program, estimated at $0.5 million for Fiscal 2015.

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”, “2011”, “2012”, “2013”, “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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PART I

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 2014/2013/2012 ended August 31st was derived from the consolidated financial statements of the Company that were audited by Morgan & Company LLP, independent Registered 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.

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Table No. 1

Selected Financial Data

			Year	Year	Year	Year	Year
			Ended(1)	Ended(1)	Ended(1)	Ended(1)	Ended(2)
			8/31/2014	8/31/2013	8/31/2012	8/31/2011	8/31/2010
Sales Revenue			$0	$0	$0	$0	$0
Operating Loss			($686,944)	($837,427)	($1,733,476)	($966,490)	($1,338,686)
Comprehensive Loss			($3,584,643)	($3,009,543)	($3,640,155)	($1,021,160)	($1,412,984)
Basic/Diluted (Loss) Per Share			($0.03)	($0.03)	($0.04)	($0.01)	($0.02)
Dividends Per Share			$0	$0	$0	$0	$0
Weighted Avg. Shares O/S			106,660,889	98,429,535	92,216,445	85,749,549	72,302,874
Period-End Shares O/S			106,660,889	106,660,889	92,216,445	92,216,445	80,655,503
Working Capital			$161,225	$1,160,344	$1,250,666	$2,713,392	$1,808,507
Mineral Property Interests			$3,318,611	$5,884,438	$7,597,438	$8,981,467	$8,089,770
Long-Term Obligations			$69,339	$62,219	$60,004	$58,000	$37,000
Shareholder’s Equity			$3,587,687	$7,172,330	$8,985,873	$11,848,681	$10,029,855
Total Assets			$3,702,306	$7,279,930	$9,149,337	$12,022,608	$10,232,227
	(1)	Prepared in accordance with IFRS.
	(2)	Prepared in accordance with Canadian GAAP and then reconciled to US GAAP.

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.

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.

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Table No. 2

U.S. Dollar/Canadian Dollar

	Average	High	Low	Close
November 2014		1.14	1.12	1.14
October 2014		1.13	1.12	1.13
September 2014		1.12	1.09	1.12
August 2014		1.10	1.09	1.09
July 2014		1.09	1.06	1.09
June 2014		1.09	1.07	1.07
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
Fiscal Year Ended 8/31/2011	0.99	1.06	0.94	0.98
Fiscal Year Ended 8/31/2010	1.06	1.16	1.00	1.06

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. As stated above, management believes that if reserves were not defined on any of the properties on which Golden Goliath has an interest after a period of ten years, the Company would 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 12/15/2014, Golden Goliath currently had 6,700,000 share purchase options outstanding and 11,988,888 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 12/15/2014) to 125,349,777.  This represents a potential increase of 17.6% 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 12/15/2014, there were 6,700,000 share purchase options outstanding, which, if exercised, would result in an additional 6,700,000 common shares being issued and 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).

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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.

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.

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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.

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.

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ITEM 4.  INFORMATION ON THE COMPANY

4.A. History and Progress of the Company

Introduction

Golden Goliath’s executive office is located at:

Suite 711, 675 West Hastings Street

Vancouver, British Columbia, Canada  V6B 1N2

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 8/31/2014, the end of the most recent fiscal year, there were 106,660,889 common shares issued and outstanding; and at 11/30/2014 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 theCompany 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 9/10/1998 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 7/17/1992; and

b.  4347 Investments Ltd.; incorporated in British Columbia on 2/3/1999.

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 2015	Nil
Fiscal 2014	Nil
Fiscal 2013	Private Placement	14,444,444	$1,300,000
Fiscal 2012	Nil
Fiscal 2011	Exercise of Stock Options	675,000	$118,500
Fiscal 2011	Exercise of Warrants	10,885,942	$2,721,486

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Capital Expenditures

Fiscal Year	Capital Expenditures	Purpose
Fiscal 2014	$317,259	Mineral Property Expenditures
Fiscal 2014	$Nil	Purchase of Capital Assets
Fiscal 2013	$494,935	Mineral Property Expenditures
Fiscal 2013	$4,454	Purchase of Capital Assets

Plan Of Operations

Source of Funds for Fiscal 2015 Ending 8/31/2015

The Company’s primary source of funds since incorporation has been through the issuance of equity.  As of 8/31/2014, the Company had working capital of $161,225.

Use of Funds for Fiscal 2015 Ending 8/31/2015

During Fiscal 2015, the Company estimates that it might expend approximately $0.2 million on general/administrative, investor-relations expenses, etc.  During Fiscal 2015, the Company estimates that it might expend approximately $0.5 million 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 8/31/2014, $3,495,666 in assets were located in Mexico, primarily mineral properties and $206,640 in assets were located in Canada, primarily current assets.

At 8/31/2013, $6,091,386 in assets were located in Mexico, primarily mineral properties and $1,188,544 in assets were located in Canada, primarily current assets.

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 Corona which has a 40% JV interest with Comstock) and are fully paid for with no property option or purchase payments to make.

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

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One of these is a silver property called La Cruz, which is 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., has 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.  The property will consist of: the Company’s La Cruz property; additional ground staked around the La Cruz property; and the La Cruzada property for which Pan American’s subsidiary already has an option.  Golden Goliath will be responsible for 25% of the costs associated with La Cruzada.  Upon Minera Corner Bay exercising its option, a 60/40 joint venture would proceed on the La Cruz and newly staked grounds, with Pan American having 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 that Golden Goliath owns is called 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.  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.”

Figure No. 1

Mineral Property Location Map

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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 shall act as the operator.  The Company is responsible for 40% of all exploration costs going forward.  The Company has been advised that Comstock no longer wishes to participate in the joint venture, as such, the Company is responsible for 100% of the costs for the Corona Property.

Comstock has 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.

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Exploration costs on the Company’s properties for the 2013 and 2014 fiscal years are detailed below:

	SAN TIMOEO ORO LEON NUEVA UNION LA REFORMA	OTEROS LA ESPERANZA LA HERMOSA	BUFALO LA BARRANCA	LOS HILOS LOS BOLAS EL MANTO  DON LAZARO LA VERDE	NOPALERA FLOR DE TRIGO	CORONA EL CHAMIZAL BECK EL CANARIO LA CRUZ	LAS TROJAS LA GLORIA TODOS LOS SANTOS LOS CANTILES	Yudit	TOTAL
Balance, 8/31/2012	$1,959,203	NIL	$132,014	$4,094,935	$881,200	$92,857	$101,943	$513	$7,262,665
Assaying	25,817	NIL	NIL	NIL	97,298	NIL	NIL	NIL	26,493
Geology and mapping	2,021	NIL	215	NIL	676	NIL	NIL	NIL	3,836
Property taxes and passage rights	28,857	10,086	51,323	45	15,554	27,155	7,551	541	141,112
Salaries	26,330	NIL	NIL	NIL	NIL	1,078	NIL	NIL	27,408
Travel	10,598	NIL	4,418	NIL	292	574	886	NIL	16,768
Road construction / site preparation	NIL	NIL	908	NIL	NIL	NIL	2,453	NIL	3,361
Facilities and other	67,672	NIL	102,163	NIL	NIL	20,803	82,842	2,477	275,957
FY2013 Costs	$2,120,598	$10,086	$291,041	$4,094,980	$899,322	$142,467	$195,675	$3,531	$7,757,600
Write-Down	NIL	(10,086)	NIL	(2,047,491)	NIL	(109,220)	(8,363)	(3,531)	(2,178,691)
Option payment	NIL	NIL	NIL	NIL	NIL	(29,244)	NIL	NIL	(29,244)
Balance, 8/31/2013	$2,120,598	NIL	$291,041	$2,047,489	$899,322	$4,003	$187,312	NIL	$5,549,665

	SAN TIMOEO ORO LEON NUEVA UNION LA REFORMA	OTEROS LA ESPERANZA LA HERMOSA	BUFALO LA BARRANCA	LOS HILOS LOS BOLAS EL MANTO  DON LAZARO LA VERDE	NOPALERA FLOR DE TRIGO	CORONA EL CHAMIZAL BECK EL CANARIO LA CRUZ	LAS TROJAS LA GLORIA TODOS LOS SANTOS LOS CANTILES	Yudit	TOTAL
Balance, 8/31/2013	$2,120,598	NIL	$291,041	$2,047,489	$888,332	$4,003	$187,312	NIL	$5,549,665
Assaying	1,760	NIL	NIL	NIL	NIL	NIL	49	NIL	1,809
Geology and mapping	145	NIL	NIL	NIL	NIL	101	(1,376)	NIL	(1,130)
Property taxes and passage rights	21,727	10,709	56,546	9,016	28,011	11,423	3,524	NIL	140,956
Salaries	24,453	NIL	NIL	NIL	NIL	6,770	NIL	NIL	31,223
Travel	5,538	NIL	NIL	NIL	NIL	984	669	NIL	7,191
Road construction / site preparation	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Facilities and other	37,459	NIL	670	NIL	NIL	34,356	62,658	2,067	137,210
FY2013 Costs	$91,082	$10,709	$57,216	$9,016	$28,011	$53,634	$65,524	$2,067	$317,259
Write-Down	(2,211,580)	(10,709)	(348,257)	NIL	NIL	(57,637)	(252,836)	(2,067)	(2,883,086)
Option payment	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL	NIL
Balance, 8/31/2014	NIL	NIL	NIL	$2,056,505	$927,333	NIL	NIL	NIL	$2,983,838

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Material Effects of Government Regulations

In October 2013, the Mexican government enacted significant changes to the mining tax and royalty regime which have significant impacts on the mining industry.  As the changes are very recent, it is still uncertain what the final impact of these changes will have on the Company, however, the Company has initiated a review of these changes to see how they will impact the business of the Company.

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.

Fiscal 2014 Property Acquisition and Exploration

First Quarter 2014

Overall Performance

During the first fiscal quarter, ending 11/30/2013, 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 metre 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.  

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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 11/30/2013 no significant new work was conducted on the Company’s other properties.

Second Quarter 2014

Overall Performance

During the second fiscal quarter, ending 2/28/2014, 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.

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 2/28/2014,no significant new work was conducted on the Company’s other properties.

Third Quarter 2014

Overall Performance

During the third quarter ending 5/31/2014, 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.

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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 5/31/2014, 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 8/31/2014 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 8/31/2014, 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.

Fiscal 2013 Property Acquisition and Exploration

First Quarter 2013

Overall Performance

During the first fiscal quarter ended 11/30/2012, work on the Company’s properties consisted mostly of data review and recompilation of previous exploration work on properties including La Reforma, San Timoteo, Nueva Union and la Barranca in light of the new deposit model generated by the discovery at Orisyvo.  Looking for evidence of high sulphidation epithermal mineralization related to porphyryitic intrusions is important as we want to thoroughly investigate the potential of those properties for hosting that type of mineralization.  Porphyritic intrusions exist on the La Reforma and San Timoteo properties and the data review did show some potential on them as well as giving us a better understanding of the low sulphidation epithermal potential on the Nueva Union property, which has several old workings and has never been drilled.  New work on Nopalera was limited to analyzing data already collected and the selection of possible drill holes.  This allowed the Company to be prepared for drilling on the property while conserving capital during the downturn in the markets.

Las Bolas Property

During the first quarter, Agnico-Eagle Mines Limited (“Agnico-Eagle”) completed their first year’s work commitment on the Las Bolas property. Agnico-Eagle’s work comprised mainly diamond drilling.  Under the terms of the Earn-In and Shareholders agreement between Agnico-Eagle and the Company, Agnico has the right to earn a 51% interest in the property by spending $5,000,000 on the property over a period of five years.  The first year’s work commitment is a firm commitment of $500,000 with expenditure requirements increasing each year thereafter.  Upon exercising its option, Agnico will have the right to earn an additional 20% interest by spending $6,000,000 over another period of four years and completing a feasibility study or by spending $10,000,000 over a longer period of eight years.

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Corona Property

On the Corona property, Comstock Metals Ltd., having completed the necessary expenditures and payments has now earned a 60% interest in the property.  Exploration of the property will continue under a 60/40 Joint Venture.  Legal work by both parties to draft the agreement outlining the specific terms of the agreement are in progress.

Other Properties

During the first quarter, no significant new work was conducted on the Company’s other properties.

Second Quarter 2013

Overall Performance

During the s cond fiscal quarter ended 2/28/2013, work on the Company’s properties consisted mostly of data review and initiating the rehabilitation of the San Martin adit on the San Timoteo property.  The adit was cleaned and sampled several years ago, but as this tunnel makes water it has become filled with mud and potentially dangerous to re-enter.  The previous data review led the Company to the conclusion that the San Martin area has very significant potential and the earlier work inside the old mine was done before the Company acquired the services of Ing. Jorge Madrigal, who has significant experience in detailed underground mapping.  New work on Nopalera was focused on making detailed sections across the property in order to better understand the geological situation at depth.

Las Bolas Property

During the second quarter, Agnico-Eagle Mines Limited (“Agnico-Eagle”) delivered the report of their first year’s work on the Las Bolas/Los Hilos property.  During this first year of the option agreement a program of diamond drilling that consisted of 2,803.5 meters of NQ diameter diamond drilling in ten holes of varying lengths was completed.  A total of 2,712 samples were taken from this core for analysis by ALS Chemex.  Of the ten holes in this program, eight were located in the area known as the Filo de Oro Trend, which includes the old Los Hilos adit, and two were located in the area known as “El Orito”, which is also on the eastern side of the property.

The drilling program was oriented with the purpose of looking for mineralized structures, such as veins, stockwork zones, faults and fractures parallel to the known structural trends in the area in order to extend the mineralized zones previously indicated by Golden Goliath’s work.  Eight of the ten holes had mineralized intersections extending these target areas.  This includes hole ALH-12-001which extended the “Crucero Largo” zone by 120 meters.  This structure is adjacent to, and strikes perpendicular to, the main Los Hilos vein.  A zone of disseminated mineralization, hosted in riodacite, rhyolite and volcanic agglomerate, was also intersected above the old Los Hilos mine tunnel in hole ALH-12-003 and mineralized structures were encountered below this old tunnel in hole ALH-12-008.  The two holes in the El Orito zone were also encouraging and this zone was pointed out as a good target for further drilling.  Golden Goliath believes that these results have grown the known mineralization on the property.  The report recommended more drilling on the property including the El Orito and Las Bolas areas as well as further surface work.  The second year’s drilling program is scheduled to commence in early May 2013.

Other Properties

During the second quarter, no significant new work was conducted on the Company’s other properties.

Third Quarter 2013

Overall Performance

During the third fiscal quarter ended 5/31/2013,, work on the Company’s properties consisted mostly of data review and underground work on the San Martin adit, which is on the San Timoteo property.  New work on Nopalera was focused on making detailed sections across the property in order to better understand the geological situation at depth.

Las Bolas Property

During the third quarter, Agnico Eagle Mines Limited (“Agnico”) commenced the second year of drilling on the Las Bolas property.

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San Timoteo

During the third quarter. the Company continued a program of underground rehabilitation (dewatering), detailed geological and structural mapping and channel sampling within the old San Martin adit on the San Timoteo property.  Ing. Madrigal reviewed the previous work and highly recommended continuing these efforts. New levels have been opened and the geologic staff is very pleased with the results to date, especially considering that very little drilling has been done in this area and the targets being generated are essentially untested.  The new assay data is presently being compiled and will be released when the

report is completed.

Nopalera

During the second quarter, the Company completed its surface exploration program on the Nopalera property.  Nopalera is adjacent to the new discovery by Fresnillo PLC called Orisyvo.  Orisyvo already has a large published resource of gold and of silver.  The mineralization is related to a porphyry intrusion. Fresnillo has already spent $150 million at Orisyvo and has announced that they plan to spend another $800 million to bring the property to the production stage.  This new discovery has spurred extensive upgrading of the local infrastructure by the State government, including the widening and paving of the 50-kilometer access road leading to the area.  These infrastructure improvements will greatly benefit the district and the Company.  The discovery of such an important gold deposit also is likely to focus attention on the region.  Golden Goliath’s Nopalera property has similar geology, alteration, pathfinder element geochemistry to Orisyvo as well as old workings, and is immediately adjacent to the discovery claim.  Nopalera is a large property and hosts four porphyry intrusions, three of which have been found to be mineralized.  Potential drill targets have been generated, but the Company has decided to wait for better market and financial conditions before any drilling.

Other Properties

During the third quarter, no significant new work was conducted on the Company’s other properties.

Fourth Quarter 2013 and Fiscal Year

Overall Performance

During the year ended August 31, 2013, work on the Company’s properties consisted mostly of underground work on the San Martin adit, which is on the San Timoteo property and data compilation.  The previous data review led the Company to the conclusion that the San Martin area has significant potential.

New work on Nopalera was focused on making detailed sections across the property in order to better understand the geological situation at depth.

Las Bolas Property

During 2012 and 2013, the Las Bolas property was subject to an Earn-in and Shareholders Agreement with Agnico Eagle Mines Ltd. Under the terms of this agreement AEM was required to spend a total of $5million in exploration in order to earn a 51% of the Las Bolas Property.

Las Bolas is a fairly large property with extensive old workings across an area that is 3 kilometres east-west by 1 kilometre north-south.  Known mineralization also extends over a vertical range of about 700 metres. Historical production of high grade silver and gold from the old workings was substantial and the silver used in coins minted in the town of Uruachic during the 1800’s are believed to come from this property.

During the last two years, AEM completed two small drill programs totalling about 3,500 metres.  The holes were mostly shallow and many of these holes intersected previously unknown areas of mineralization.  Most of the AEM drill holes, including all of those completed in the first year, were located on the eastern portion of the property, in the Las Hilos area. During that first year of the option agreement the program consisted of 2,803.5 meters of NQ diameter diamond drilling in 10 holes of varying lengths was completed.  A total of 2,712 samples were taken from this core for analysis by ALS Chemex.  That drilling program was oriented with the purpose of looking for mineralized structures, such as veins, stockwork zones, faults and fractures parallel to the known structural trends in the area in order to extend the mineralized zones previously indicated by Golden Goliath’s work.  Eight of the ten holes had mineralized intersections extending these target areas.

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During the second year, a much smaller program of drilling was conducted which included a few holes near the main zone of the extensive old Las Bolas workings, on the western side of the property. However, many of the old workings in this area were not drill tested by them. The deeper El Manto zone, which lies even further west, was also not tested by AEM.  In the El Manto area massive sulphide mineralization with good gold and silver grades was intersected by the Company in a previous reverse circulation drilling program.

Following the work conducted in Spring 2013, AEM considered that the results of their drilling were not sufficient to carry on with the required $5 million total expenditures required to earn 51% of the Las Bolas Property.  The Company believes the property has very significant potential but understands AEM’s decision, especially in the light of current share prices and market capitalization.

The Company, which is conserving cash, has not yet resumed its own work on this property and would prefer to option it to a third party.  Another substantial silver producing company has recently visited Las Bolas and has expressed interest in further visits and possible negotiations in the New Year.

San Timoteo

Throughout much of the 2012-2013 fiscal year, the Company conducted a detailed program of underground exploration on the old San Martin Mine workings, which lie in the northeast corner of its 100% owned San Timoteo property.  This program included substantial underground rehabilitation before conducting the detailed exploration work, which included geological and structural mapping, extensive detailed rock sampling and clay mineralogical studies.  Previously unknown levels and workings were re-opened, cleaned, mapped and sampled. The Company is pleased with the results of this work, which returned excellent gold and silver values in several areas, indicated epithermal potential at depth, defined areas for future drilling and demonstrated the possibility of deeper porphyry-related mineralization.  Very little drilling has been done in San Martin area of the San Timoteo property and the targets generated, which include mineralized shoots as well as mantos, are essentially untested.  The 2013 exploration program in the San Martin area was conducted without the use of expensive mechanized equipment in order to conserve funds during the current market downturn.  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 Company is currently evaluating its options for the future exploration of this attractive target.

Nopalera

During the fiscal year ending August 31, 2013, the Company completed its intermittent surface exploration program on the Nopalera property.  The program consisted of detailed geological and structural mapping as well as geochemical surveys and clay mineralogy studies. The results of the program were very encouraging. Four distinct porphyryitic intrusions were identified, three of which are mineralized. Anomalous gold zones were outlined and high temperature clay minerals indicate alteration associated with hydrothermal fluids. The regional structural setting of the property was also interpreted and it was determined that the setting is analogous to known gold and silver deposits in the northern Sierra Madre region.  Many similarities between Nopalera and the Orisyvo discovery were identified, including the distribution of pathfinder elements. Future drill targets were also defined and recommended.

Nopalera is adjacent to the large new discovery by Fresnillo PLC called Orisyvo.  Orisyvo already has a significant published gold and silver resource.  The mineralization is related to a porphyry intrusion. Fresnillo has already spent $150 million at Orisyvo and has announced that they plan to spend another $800 million to bring the property to the production stage.  This new discovery has spurred extensive upgrading of the local infrastructure by the State government, including the widening and paving of the 50 km access road leading to the area.  These infrastructure improvements will greatly benefit the district and the Company.  The discovery of such an important gold deposit also is likely to focus attention on the region.

Last year’s work by the Company on the Nopalera property has greatly enhanced our understanding of the property and has demonstrated that the property has excellent potential for hosting various types of precious metal mineralization, including the large tonnage porphyry – associated type being developed at Orisyvo. Nopalera is a large property, approximately five-kilometers by five-kilometers, and to date only the southern portion has received substantial exploration work. This further blue sky potential further enhances the attractiveness of the property.  Drilling of the defined targets would require a substantial investment and the Company has decided to wait for better market and financial conditions before proceeding with any drilling.

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Other Properties

During the fiscal year ending August 31, 2013 no significant new work was conducted on the Company’s other properties.

Fiscal 2012 Property Acquisition and Exploration

First Quarter

During December 2011, the Company signed the final Earn-in and Shareholders Agreement with Agnico-Eagle Mines Limited (“Agnico”) (NYSE: AEM) (TSX: AEM) for the exploration and development of the Company’s Las Bolas/Los Hilos property.  During the first quarter, preliminary work continued on the Nopelera property including to the date hereof with a focus on mapping and sampling all outcrops, road building and rehabilitation of old adits.

Las Bolas Property: During the fiscal year ended August 31, 2011 the Company completed its drilling program on the Las Bolas/Los Hilos property and then worked with the legal team from Agnico the final agreement for the Las Bolas property option and joint venture.  During December 2011, the Company signed the final Earn-in and Shareholders Agreement with Agnico for the exploration and development of the Company’s Las Bolas/Los Hilos property (see map).  Under the terms of the agreement, which is subject to conditions, including TSX-V approval, Agnico’s Mexican subsidiary has the right to earn a 51% interest in the property by spending $5,000,000 on the property over a period of five years.  The first year’s work commitment is a firm commitment of $500,000 with expenditure requirements increasing each year thereafter. Upon exercising its option, Agnico will have the right to earn an additional 20% interest by spending $6 million over another period of four years and completing a feasibility study or by spending $10 million over a longer period of eight years.  The Company views this agreement as an important milestone.

Nopalera Property: During the quarter ending November 30, 2011, the Company continued field work on its 100% owned Nopalera property.  This work was designed to develop specific drill targets to be tested in Calendar 2012.  Nopalera is a large claim that adjoins the Los Hilos claims on the west side.  Nopalera hosts a very large and intense alteration zone that is related to a porphyry intrusion and has a chemical trace element signature that is very similar the Fresnillo PLC’s new flagship discovery called Orisyvo; the Orisyvo claims are contiguous to the Nopalera property on its south east corner.  Fresnillo’s sister company, Peñoles, has also surrounded the Golden Goliath claims with their own staking.  This has led to the development of what is essentially an area play with three major companies, Frenillo, Peñoles and Agnico and one junior company, namely Golden Goliath.  The Company believes that Nopalera has a geologic setting, stratigraphic interval and pathfinder distribution pattern which indicates that gold mineralization may lie at depth.  These characteristics are also very similar to those believed to be present at the Orisyvo. Work on Nopalera during the quarter included geological mapping, sampling, and analysis of clay alteration minerals using the Company’s Terraspec apparatus, as well as the construction of new access roads.  The Company is pursuing an aggressive exploration program for the Nopalera claim leading to a major diamond drilling program as soon as practicable.

Other Properties: Throughout the quarter ended November 2011, the Company did not perform any significant work on its other properties.  With work on the Las Bolas and Los Hilos properties being conducted by Agnico, the Company is looking forward to focusing on some of these other properties.

Second Quarter

Nopalera Property: During the quarter ending February 29, 2012, the Company continued surface fieldwork on its 100% owned Nopalera property.  This work was designed to develop specific drill targets to be tested in 2012.  Work on Nopalera during the quarter included geological mapping, sampling, and analysis of clay alteration minerals using the Company’s Terraspec apparatus, as well as the construction of new access roads.  The Company is pursuing an aggressive exploration program for the Nopalera claim leading to a major diamond drilling program as soon as practicable.

Other Properties: Throughout the quarter ended February 29, 2012, the Company did not perform any significant work on its other properties.

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Third Quarter

Nopalera Property: During the quarter ending May 31, 2012, the Company continued surface field work on its 100% owned Nopalera property.  This work is designed to develop specific drill targets.  Nopalera is a large claim that adjoins the Los Hilos claims on the west side.  Nopalera hosts a very large and intense alteration zone which is related to a porphyry intrusion and has a chemical trace element signature that is very similar the Fresnillo PLC’s new flagship discovery called Orisyvo.  Work on Nopalera during the quarter included geological mapping, sampling, and analysis of clay alteration minerals using the Company’s Terraspec apparatus, as well as the construction of new access roads.  The Company is pursuing an aggressive exploration program for the Nopalera claim leading to a major diamond drilling program as soon as practicable.

Other Work being conducted Regionally: Over the years the entire Camp has been covered by mineral claims.  While Golden Goliath was first to the Camp and believes it has the best ground, the most significant work is being done adjacent to Golden Goliath’s Nopalera property by Fresnillo PLC who drilled 37,580 meters in 51 holes and constructed the first 300 meters of an exploration adit in 2011 on their Orisyvo project; further, they state that in 2012 they plan to continue drilling from surface and underground and study mining methodology and conduct further metallurgical testing.

Our Nopalera claim itself is about four-kilometers by four-kilometres, adjacent to Orisyvo with the border about eight kilometers from the adit.  Less than a third of Nopalera has been explored to date.  The best explored portion of the property already has several drill targets and our exploration team is greatly encouraged by the work to date and the similarities to Orisyvo and eagerly anticipate the start of the first diamond drilling program on the property.  While Fresnillo has been conducting the bulk of the work within the Uruachic Mining Camp, Peñoles S.A. de C.V. has completely surrounded our claims.  Essentially we have a closed gate community with Fresnillo, Peñoles, Agnico-Eagle and Golden Goliath.  As the sole junior in the

heart of the Uruachic Mining Camp we are challenged in:

a.

obtaining as much knowledge as possible from the extensive work being done in the area to assist in our own exploration activities.  Major mining companies like Fresnillo and Peñoles generally do not announce their exploration successes.

b.

Share with our investors the true potential of the Uruachic Mining Camp to host significant gold and silver deposits.  We have always believed that the hundreds of old tunnels and adits dating back hundreds of years in the Camp would undoubtedly lead to major new discoveries.  Orisyvo is proof of this theory.  And, despite spending $150 million dollars, Fresnillo has disclosed very little about the true potential of Orisyvo or the Uruachic Camp as a whole.

With respect to advancing our geological understanding of the Uruachic Mining Camp and the Orisyvo deposit type, we are working closely with Agnico-Eagle and their technical team, some of whom were a part of the Orisyvo discovery before joining Agnico.  Agnico-Eagle has been an exceptional partner both in their financial and exploration support.  Their drill program, which just commenced, will continue to build and enhance our understanding.  Further, our own senior geologists with extensive experience working at major mining companies finding and building mines combined with a handful of young gun geologists being trained and directed by them, we believe our own, Mexican, exploration team is second to none.  We are proud of the fact that our entire team has been together for several years adding consistency, building on their knowledge and a shared belief by all in the significant potential of the Camp. Our team continues working at Nopalera.

With respect to the potential of the Uruachic Mining Camp we can surmise that Peñoles land position is based on the extensive work at Orisyvo and the technical analysis and interpretations derived therefrom to hold the most prospective ground for further discoveries by the fact Peñoles and Fresnillo work together closely (Peñoles holds approximately 77% of the issued share capital of Fresnillo PLC).  It is interesting to note that Peñoles holds the majority of the land in the Camp.  Peñoles is a private company and not subject to any public reporting requirements for the work it does or results obtained.  Fresnillo PLC currently trades on the London Stock Exchange and is subject to UK reporting rules for public companies.  A further initiative demonstrating the potential of the Uruachic Mining Camp is the building of a road to the town of Uruachic.  The Mexican Government has commenced construction to pave the 40-kilometer road to Uruachic.  This is a significant investment in the region. Fresnillo’s plans to extend the paved road to Orisyvo suggests Orisyvo may be on the fast track to production.

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While Fresnillo’s regulatory disclosure has provided some indication as to the significance of the Orisyvo Deposit, its local public announcements have also been insightful.  Fresnillo operates several mines in Mexico and claims to be the largest primary silver producer in the world.  As such, its public image is critical to local communities throughout Mexico. A recent article in El Heraldo in Chihuahua City stated that exploration at Orisyvo to date has amounted to approximately US$150M and is expected in the years ahead could reach US$800M for feasibility through to construction.  Further, the article states direct employment during production at Orisyvo would be 1,500 people with up to 7,500 additional indirect jobs created.  The nature and scale of the potential economic benefit from Orisyvo likely explains the Mexican Government’s investment in the road to Uruachic as they have been very aggressive in promoting mining and subsidizing some of the necessary infrastructure.

Barranca Property: The Mexican government is building a new road along the Oteros River which has given our exploration crew the first road access to our large (1,503 ha) 100%-owned Barranca claim.  The La Barranca concession is one of the Company’s original concessions in the area, but no significant work had been conducted due to the difficult access.  Since the new road access, the Company has identified a very promising zone with excellent grades in gold and silver.  Recent initial work carried out by the Company’s exploration team on the La Barranca claim, has shown the presence of gold, silver and copper values in mantos and quartz veins within a 600 x 1,000 meter skarn zone.  Work continues on this promising new area.  Currently 42 channel samples have been taken over a cumulative length of 205 meters across structures with an average width of 3.57 meters.

Las Bolas/Los Hilos Property: In December 2011, the Company signed an Earn-in and Shareholders Agreement with Agnico-Eagle for the exploration and development of the Company’s Las Bolas/Los Hilos property. Under the terms of the agreement, Agnico-Eagle’s Mexican subsidiary has the right to earn a 51% interest in the property by spending $5,000,000 on the property over a period of fivr years.  The first year’s work commitment is a firm commitment of $500,000 with expenditure requirements increasing each year thereafter.  Upon exercising its option, Agnico-Eagle will have the right to earn an additional 20% interest by spending $4 million over another period of four years and completing a feasibility study or by spending $10 million over a longer period of eight years.  Agnico-Eagle is currently drilling this property.

Corona Property: Comstock Metals Ltd. holds an option to earn up to a 75% interest in the Corona Property pursuant to the earn-in agreement, an initial 60% interest can be earned by Comstock by completing $500,000 in exploration work and by making share payments to Golden Goliath.  At that point Comstock has the option of either proceeding on a 60/40 joint venture basis, or continuing to fund exploration until the completion of a feasibility study in order to earn a further 15% interest in the property.  The Company has been advised that Comstock has spent in excess of $1 million on the property and are pleased with the results of their work and advised that they have decided to proceed on a 60/40 joint venture basis.  This agreement is currently being negotiated.  

In February 2012 and March 2012, Comstock completed a diamond drill program of 12 holes (2,126 meters), which discovered two new zones, one of porphyry-style gold mineralization after drilling 34.5 meters of gold and the second is a high grade gold-silver vein assaying silver/gold/lead/zinc over 1.0 meter.  Comstock’s drilling on Corona indicated that the gold-silver mineralization in the Northeast Zone may be “High Sulphidation Epithermal” in origin.  At Corona prospecting and mapping has found an area known as the“Jerry Zone”, which is an extension of the Northeast Zone further to the northeast, where the rhyolite flows and tuffs of the Upper Group are highly fractured, brecciated and altered to an alunite-rich rock that passes into outcrops of leached rhyolite with extensive and well-developed vuggy and residual silica.  Between the areas of near-massive vuggy quartz the host rock is highly fractured and has networks of dark vuggy silica veinlets and silica-cemented hydrothermal breccia.  The zone of vuggy silica was traced in outcrop and float over a distance of 800 meters.  At the northern end of the zone extensive areas of alunite alteration occur within pumice and tuff that is in fault-contact with theJerry Zone.  Comstock’s interpretation of the results is that the mineralogy, occurrence and trace element geochemistry suggests that theJerry Zoneis the high-level “lithocap” of a concealed mineral system.  Comstock’s drilling during February 2012 and March 2012 started on the “Northeast Zone”, 250-to-300 meters southwest ofJerry,where mineralization is focused along the contact between the Upper and Lower Volcanic Groups.  This mineralization is also believed to be part of a high sulphidation system.  

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Comstock’s 2012 drilling started testing a portion of the area between the NE Extension and the southern end ofJerrywith some relatively shallow drill holes, resulting in the discovery of extensive thicknesses of highly fractured granodiorite, diorite, and hydrothermal breccia that is densely fractured and often well-mineralized.  This “porphyry-style” gold mineralization is oxidized, with pervasive hematite, and silicification plus “clay” alteration that is locally intense.  Comstock now believes that drilling beneath the lithocap and extending into un-drilled terrain north and south may define an intrusive body which forms a “cupola” or dome of highly fractured and brecciated porphyry that may extend well beyond the areas of both current and historic drilling.  Comstock’s diamond drill program also included a hole on the Esperanza vein.  This structure is exposed in an old adit dug into an overburden covered hillside, mineralization consists of a coarsely banded quartz vein that is up to 30 cm wide hosted within sericite-altered and silicified diorite.  Zinc and lead minerals are evident as sphalerite and galena. Grab samples taken in 2002 and 2007 from the adit returned gold/silver/lead/copper/zinc and up to gold/silver across 15 cm in a sample collected by Comstock.  Comstock hopes that the Esperanza showing itself may be part of a larger east-west trending set of structures that returned high gold and silver values in earlier surface sampling programs.  The drill hole Comstock completed on the down dip extension of the Esperanza vein returned silver/gold/lead/zinc over a width of 1 meter at a depth of 68 meters below surface.  Comstock plans further holes on this

structure in the future.

Other Properties: Throughout the quarter ended May 31, 2012, the Company did not perform any significant work on its other properties.

Fourth Quarter and Fiscal Year

During the year ended August 31, 2012, the Company compiled the final report for the drilling program on the Las Bolas / Los Hilos property to provide a comprehensive summary to Agnico-Eagle Mines so they can properly conduct future exploration on the property.  Preliminary work also began on the Nopelera property continuing to the date hereof with a focus on mapping and sampling all outcrops, road building and rehabilitation of old adits.

During the fourth quarter, the Company announced the appointment of David Moore to the Board of Directors.  Mr. Moore is President & CEO of Serengeti Resources Inc.  Prior to joining Serengeti, David had a 30-year career with Teck Cominco; including management of Cominco’s Western Canadian and Canadian Exploration groups between 1995 and 1998, and International Exploration group from 1991 to 2001.  He has participated in the discovery and delineation of mineral deposits in a number of countries including leading the drill-out of the world class Red Dog zinc-lead deposit in Alaska.  He brings experience and expertise from grassroots prospecting, to resource delineation, to exploration management and international business development.

Since joining Serengeti in 2004 Mr. Moore has been instrumental in transforming the company into a successful British Columbia based mineral explorer.  Moving early to acquire a large land package in the highly prospective Quesnel trough, he has raised more than $30 million in equity financing and in late 2006, along with partner Myron Osatenko, lead the discovery of the Kwanika copper-gold deposit.  The significance of this discovery was recognized by AMEBC in 2011 when Mr. Moore was co-awarded the prestigious H.H.  “Spud” Huestis Prospector of the Year Award.

The Company also reported that Richard Hughes and Rob Hutchinson have retired from the Board.  Messrs. Hughes and Hutchinson have both served as directors since prior to the Company going public and the Company thanked them for their time and dedication to the Company over the years.

Las Bolas Property.  During the fiscal year ended August 31, 2012, Agnico-Eagle Mines Limited (“Agnico-Eagle”) (NYSE:AEM; TSX:AEM), initiated its first year exploration program on the Las Bolas property.  Under the terms of the Earn-In and Shareholders agreement between Agnico-Eagle and the Company, Agnico-Eagle had to spend a minimum of $500,000 on exploration on the property during the first year of the agreement. Agnico-Eagle’s work comprised mainly diamond drilling. The program was initiated in late spring/early summer and continued until after the end of the fiscal year.  At the time of writing, Agnico-Eagle had not yet delivered to the Company, its report on their exploration activities.  Consequently, details regarding the number of holes completed, total meters drilled, the logs and assays for these holes are not yet available for the Company to discuss in this filing.

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Under the terms of the agreement, Agnico-Eagle has the right to earn a 51% interest in the property by spending $5,000,000 on the property over a period of five years.  The first year’s work commitment is a firm commitment of $500,000 with expenditure requirements increasing each year thereafter. Upon exercising its option, Agnico-Eagle will have the right to earn an additional 20% interest by spending $6 million over another period of four years and completing a feasibility study or by spending $10 million over a longer period of eight years.

Nopalera Property.  During the year ending August 31, 2012, the Company continued surface field work on its 100% owned Nopalera property.  Nopalera is a large claim which adjoins the Los Hilos claims on the west side.  Nopalera hosts a very large and intense alteration zone which is related to a porphyry intrusion and has a chemical trace element signature that is very similar the Fresnillo PLC’s new flagship discovery called Orisyvo.  The Orisyvo claims are contiguous to the Nopalera property on its south east corner.  Fresnillo has released documents showing that Orisyvo has a large resource of gold and of silver.  Fresnillo’s sister company Peñoles has also surrounded the Golden Goliath claims with their own staking.  In an interview with Fresnillo in the Chihuahua Herald newspaper in early summer, Fresnillo announced that they had already spent about $150 million on the Orisyvo project and expenditures could reach $800 million during the feasibility and construction phases. They plan to directly employ 1,500 people directly for a minimum mine life of 15 years.

During the fiscal year ended August 31, 2012, the Mexican government started a major upgrade of the local infrastructure.  The 45 kilometers of single lane, gravel road leading from a major highway to the town of Uruachic is being widened and upgraded to a two lane paved road.  This very large and expensive project, which is scheduled for completion in 2013, will be of great benefit to Fresnillo and also to Golden Goliath.

The continued surface work on Nopalera by the Company during the yearincluded the ongoing construction of new access roads and the rehabilitation and sampling of several small old mine workings, geological and structural mapping, geochemical analysis of surface rock samples and clay mineral identification. Clay mineralogy is important as it distinguishes between clay mineral formed by hydrothermal alteration generated at depth by metaliferous fluids, from clay minerals formed by meteoric weathing and provides vectors for drilling.  Very significant amounts of the high temperature hydrothermal clay minerals were found, which is very encouraging. Surface mapping also identified significant amounts of “vuggy silica”, which is also very encouraging as this material is formed in high sulphidation epithermal systems.  It results from the  formation of strong sulphuric acid which leaches other minerals from siliceous, felsic rocks, leaving behind a silica with a sponge like texture. The Company is very encouraged by this, as it indicates that there was a high sulphidation system at work at depth. The geological mapping also identified felsic, porphyritic intrusive rocks similar to those at Orisyvo.

The Company believes that Nopalera has a geologic setting, lithology, stratigraphic interval, alteration and pathfinder element distribution pattern which are similar to those believed to be present at the Orisyvo, which is a high sulphidation system related to a porphyritic intrusion.

The Company is pursuing an aggressive exploration program for the Nopalera claim leading to a major diamond drilling program as soon as practicable.

Corona Property.  Comstock Metals Ltd. holds an option to earn up to a 75% interest in the Corona Property pursuant to the earn-in agreement, an initial 60% interest can be earned by Comstock by completing $500,000 in exploration work and by making share payments to Golden Goliath. At that point Comstock has the option of either proceeding on a 60 / 40 joint venture basis, or continuing to fund exploration until the completion of a feasibility study in order to earn a further 15% interest in the property.  The Company has been advised that Comstock has spent in excess of $1 million on the property and are pleased with the results of their work and advised that they have decided to proceed on a 60/40 joint venture basis.  This agreement is currently being negotiated.  In February and March 2012, Comstock completed a diamond drill program of 12 holes (2,126 meters), which discovered two new zones, one of porphyry-style gold mineralization after drilling 34.5 meters and the second is a high grade gold-silver vein over 1.0 meter.

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Comstock’s drilling on Corona indicated t that the gold-silver mineralization in the Northeast Zone may be “High Sulphidation Epithermal” in origin.  At Corona prospecting and mapping has found an area known as the“Jerry Zone”, which is an extension of the Northeast Zone further to the northeast, where the rhyolite flows and tuffs of the Upper Group are highly fractured, brecciated and altered to an alunite-rich rock that passes into outcrops of leached rhyolite with extensive and well-developed vuggy and residual silica.  Between the areas of near-massive vuggy quartz the host rock is highly fractured and has networks of dark vuggy silica veinlets and silica-cemented hydrothermal breccia.  The zone of vuggy silica was traced in outcrop and float over a distance of 800 metres.  At the northern end of the zone extensive areas of alunite alteration occur within pumice and tuff that is in fault-contact with theJerry Zone.  Comstock’s interpretation of the results is that the mineralogy, occurrence and trace element geochemistry suggests that theJerry Zone is the high-level “lithocap” of a concealed mineral system.

Comstock’s drilling during February and March 2012 started on the “Northeast Zone”, 250-to-300 meters southwest ofJerry,where mineralization is focused along the contact between the Upper and Lower Volcanic Groups.  This mineralization is also believed to be part of a high sulphidation system.  Comstock’s 2012 drilling started testing a portion of the area between the NE Extension and the southern end ofJerry with some relatively shallow drill holes, resulting in the discovery of extensive thicknesses of highly fractured granodiorite, diorite, and hydrothermal breccia that is densely fractured and often well-mineralized. This “porphyry-style” gold mineralization is oxidized, with pervasive hematite, and silicification plus “clay” alteration that is locally intense.

Comstock now believes that drilling beneath the lithocap and extending into un-drilled terrain north and south may define an intrusive body which forms a “cupola” or dome of highly fractured and brecciated porphyry that may extend well beyond the areas of both current and historic drilling.

Comstock’s diamond drill program also included a hole on the Esperanza vein. This structure is exposed in an old adit dug into an overburden covered hillside, mineralization consists of a coarsely banded quartz vein that is up to 30 cm wide hosted within sericite-altered and silicified diorite.  Zinc and lead minerals are evident as sphalerite and galena.  Grab samples taken in 2002 and 2007 from the adit returned assays of gold, silver, lead, copper and zinc.  Comstock hopes that the Esperanza showing itself may be part of a larger east-west trending set of structures that returned high gold and silver values in earlier surface sampling programs.  The drill hole Comstock completed on the down dip extension of the Esperanza vein returned silver, gold, lead, and zinc over a width of 1 meter at a depth of 68 metersbelow surface.  Comstock plans further holes on this structure in the future.

Barranca Property.  The Mexican government is building a new road along the Oteros River which has given our exploration crew the first road access to our large (1,503 ha) 100%-owned Barranca claim.  The La Barranca concession is one of the Company’s original concessions in the area, but no significant work had been conducted due to the difficult access.  Since the new road access, the Company has identified a very promising zone with excellent grades in gold and silver.

During the year, work carried out by the Company’s exploration team on the La Barranca claim, (location map available on Properties page of the Company’s website) has shown the presence of gold, silver and copper values in mantos and quartz veins within a 600 x 1,000 meter skarn zone.  Work continues on this promising new area.  Currently 42 channel samples have been taken over a cumulative length of 205 meters across structures with an average width of 3.57 meters.

Other Properties.  Throughout the year ended August 31, 2012, the Company also reviewed older data from the Reforma, San Timoto and Nueva Union properties in light of the new exploration model generated by the Orisyvo discovery.  This work indicated that there is some potential for this type of target on La Reforma as well as potential foe low-sulphidation mineralization at Nueva Union.

4.C. Organization Structure

The Company was incorporated in British Columbia under theCompany 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 9/10/1998 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 theCompany Act(British Columbia) on 2/3/1999.

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Minera Delta is a Mexican mining company that was incorporated under the laws of Mexico on 7/17/1992.  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 1,500 sq. ft. at Suite 711, 675 West Hastings Street, Vancouver, British Columbia Canada  V6B1N2.  Golden Goliath began occupying these facilities in January 2001.  Monthly rent is $2,000.

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.

Golden Goliath entered into an option/joint venture agreement with Comstock in 2007 on the Company’s Corona and El Chamizal claims. The agreement provides that Comstock can earn up to a 75% interest in these properties through cash and share payments, work expenditures and completing a positive feasibility study.  Since entering the agreement Comstock has completed various work programs spending in excess of $1,000,000.  The encouraging results have allowed Comstock to complete a transaction to become a publicly traded company. This was done by an amalgamation with Tectonic Minerals Corporation, later changing its name to Comstock Metals Ltd. Shareholders can obtain detailed exploration results on sedar under Comstock’s profile.  Details of the amalgamation were announced by Tectonic on February 3, 2011.  In summary, the transaction has resulted in Tectonic acquiring all of the issued and outstanding shares of Comstock through a "three-cornered" amalgamation, whereby a wholly owned subsidiary of Tectonic amalgamated with Comstock. Through the amalgamation, shareholders of Comstock received 39,213,682 shares of Tectonic (includes shares issued pursuant to a brokered private placement of 8,750,000 units at a price of $0.20 per unit, for gross proceeds of $1.75 million), and the resulting amalgamated company, possessing the assets and business of Comstock, became Tectonic's wholly owned operating subsidiary.  In order to exercise the El Chamizal Option Tectonic shall spend $200,000 in work expenditures in respect to the El Chamizal Property over a period of three (3) years or less and also issue a total of 150,000 shares of Tectonic to GNG over three (3) years or less. 25,000 shares to be issued on listing on a stock exchange, 50,000 shares on or before the date which is 12 months from the date of listing on a stock exchange and 75,000 shares on or before the date which is 24 months from listing on a stock exchange. Upon Tectonic earning its 60% interest in the El Chamizal Property, Tectonic shall thereafter have the further right and option to earn an additional 15% interest by completing a positive bankable feasibility study, as that term is generally defined in the mining industry, by December 31, 2017.  The Company has received notice from Comstock that it has spent in excess of $1,000,000 at Corona and wishes to enter into a joint venture to further explore the property. As of the date hereof the Company has not yet finalized a joint venture with Comstock on the Corona property.  Comstock has 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.

In December 2011, the Company signed an Earn-in and Shareholders Agreement with Agnico Eagle Mines Limited (“Agnico Eagle”) for the exploration and development of the Company’s Las Bolas/Los Hilos property.  Under the terms of the agreement, Agnico Eagle has the right to earn a 51% interest in the property by spending $5,000,000 on the property over a period of 5 years. The first year’s work commitment is a firm commitment of $500,000 with expenditure requirements increasing each year thereafter. Upon exercising its option, Agnico Eagle will have the right to earn an additional 20% interest by spending $6,000,000 over another period of four years and completing a feasibility study or by spending $10,000,000 over a longer period of eight years. In August 2013 Agnico Eagle elected to terminate the agreement.

Mineral Properties

The Company has a 100% interest (except for a 40% 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.

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Uruachic Mining Camp Properties

The Company acquired its 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.

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.

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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.  In December 2011, the Company signed an Earn-in and Shareholders Agreement with Agnico-Eagle for the exploration and development of the Company’s Las Bolas/Los Hilos property.  Under the terms of the agreement, Agnico Eagle has the right to earn a 51% interest in the property by spending $5,000,000 on the property over a period of 5 years. The first year’s work commitment is a firm commitment of $500,000 with expenditure requirements increasing each year thereafter. Upon exercising its option, Agnico Eagle will have the right to earn an additional 20% interest by spending $6,000,000 over another period of four years and completing a feasibility study or by spending $10,000,000 over a longer period of eight years.  In August 2013 Agnico Eagle elected to terminate the agreement.

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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. Corona along with the El Chamizal property have been optioned to Comstock Capital.  In May 2007 and 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 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 shall act as the operator.  The Company is 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.

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La Cruz Property

The Company acquired its 100% interest in the seven Uruachic Mining Camp properties and the Chamizal Property 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 the 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 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.

Under the terms of the option agreement, Pan American Silver Corp’s Mexican subsidiary, Minera Corner Bay S.A. de C.V., has 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.  The property will consist of: the Company’s La Cruz Property; additional ground staked around the La Cruz Property; and the La Cruzada Property for which Pan American’s subsidiary already has an option.  Golden Goliath will be responsible for 25% of the costs associated with La Cruzada Property.  Upon Minera Corner Bay exercising its option, a 60/40 joint venture would proceed on the La Cruz and newly staked grounds, with Pan American having the right to earn an additional 15% by completing a feasibility study.  This 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.

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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”.

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.  Chamizal along with the Corona property have been optioned to Comstock Capital.

In May 2007 and amended April 2011, 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 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 has 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.  

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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.

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion for the fiscal years ended 8/31/2014, 8/31/2013, and 8/31/2012 should be read in conjunction with the financial statements of the Company and the notes thereto.

Selected Annual Data

	Year Ended August 31 2014	Year Ended August 31 2013	Year Ended August 31 2012
Sales Revenue	$0	$0	$0
Comprehensive Loss	($3,584,643)	($3,009,543)	($3,640,155)
Basic and Diluted (loss) EPS	($0.03)	($0.03)	($0.04)
Weighted Avg. No. Shares Outstanding	106,660,889	98,429,535	92,216,445
Working Capital	$161,225	$1,160,344	$1,250,666
Mineral Property Interests	$3,318,611	$5,884,438	$7,597,438
Shareholders Equity	$3,587,687	$7,172,330	$8,985,873
Total Assets	$3,702,306	$7,279,930	$9,149,337

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Summary of Quarterly Results

Net (Loss)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
Fiscal 2014	($189,641)	($213,754)	($152,431)	($3,028,817)
Fiscal 2013	($203,267)	($261,189)	($172,806)	($2,372,282)

EPS (Loss)	First Quarter	Second Quarter	Third Quarter	Fourth Quarter
Fiscal 2014	($0.00)	($0.00)	($0.00)	($0.03)
Fiscal 2013	($0.00)	($0.01)	($0.00)	($0.02)

Exploration efforts are conducted year-round and administrative/general expenses are generally not seasonal.  The seasonally-higher fourth quarter losses in Fiscal 2013 primarily related to year-end write downs of mineral property exploration costs of $2,178,691 in 2013.

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.

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.

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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 of $161,225 at August 31, 2014 compared to of $419,372 at May 31, 2014 and $1,160,344 at August 31, 2013.  The Company’s cash and short-term investment position at August 31, 2014 was $105,407.

Fiscal 2013 Ended August 31, 2013 vs. Fiscal 2012

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 ending August 31, 2013, the Company incurred a comprehensive loss $3,009,543 compared to $3,640,155 in the prior year.  In the fourth quarter of last year the comprehensive loss was $2,372,282 compared to a loss of $172,806 in the third quarter.  The significant differences between these periods include:

·

The most significant difference in the past quarter was the write down of mineral property exploration costs of $2,178,691 compared to nil in the third quarter of last year.  However, this is comparable to the prior year when the Company wrote down $2,007,751 in mineral property exploration costs.  The most significant write down was the Company’s Las Bolas property which was the subject to an option agreement with Agnico Eagle Mines Ltd. last year but terminated this past 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.

·

Stock based compensation fees were $777,347 in 2012 compared to nil in 2013.  The Company granted no stock options in the past year.  While the Company granted the 2012 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.     

·

Consulting fees Of $111,764 versus $235,792 in 2012 were $124,028 less than last year as the Company focused on capital preservation, while continuing to hold its team together and maintain exploration activities to advance the Company’s projects.  

·

The Company had a gain of $9,531 compared to a loss last year of $14,356 on foreign exchange due to fluctuations in the exchange rate between the Canadian dollar and the Mexican peso.

·

The Company had a realized gain on marketable securities of $44,105 compared to nil in the prior year as a result of the increased price of the Company’s shareholdings in another public company.

·

Investor relations costs of $96,056 versus $81,514 in 2012 were $14,542 higher as the Company was actively trying to raise money early in the year.  These costs have been reduced in the past quarters.

·

Wages and benefits costs of $258,717 versus $238,692 in 2012 were $20,088 higher mainly due to an increase in the Mexican payroll tax.  

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As of August 31, 2013, deferred mineral property exploration costs totaled $5,884,438 compared to $7,597,438 at August 31, 2012.  During the year, the Company incurred a total of $494,935 in exploration expenditures mostly related to underground rehabilitation work at the San Martin tunnel and property maintenance tax payments.  $275,957 of facilities and other in deferred exploration costs included such expenses as maintenance and rental of core shacks, water truck and other miscellaneous expenses for work done on the properties.

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 of $1,160,344 at August 31, 2013 compared to $1,250,666 at August 31, 2012.  The Company’s cash and short-term investment position at August 31, 2013 was $1,081,381.

Fiscal 2012 Ended August 31, 2012 vs. Fiscal 2011

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 ending August 31, 2012, the Company incurred a net loss $3,640,155 compared to $1,021,160 for the year ending August 31, 2011.  In the fourth quarter the Company incurred a net loss of $2,380,315 compared to a net loss of $217,559 during the third.  The significant differences between these periods include:

·

A write down of mineral property exploration costs of $2,007,751 in the fourth quarter of 2012 compared to nil in the prior three quarter and $118,769 in 2011.  It should be noted that Company continues to hold all the properties despite the fact they were written down.  Management believes these properties still hold good exploration potential.

·

Stock based compensation fees were $777,347 in 2012 compared to nil in 2011.  The Company granted no stock option in its 2011 fiscal.  While the Company granted the 2012 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.     

·

A decrease in cash over last year is a result of ongoing exploration activities.  No financing activities were concluded during the year.

·

Investor relation fees increased $43,272 during the past year compared to last year as the Company prepared a corporate video and conducted a BNN marketing campaign during the year.

·

Consulting fees increased $43,864 during the past year compared to last year due to the Company retaining corporate development expertise.  

·

Office and general fees, rent and utilities, travel and wages and benefits decreased slightly this past year as the Company focused on capital preservation, while continuing to hold its team together and maintain exploration activities to advance the Company’s projects.

As of August 31, 2012, deferred mineral property exploration costs totalled $7,597,438 compared to $8,981,467 at August 31, 2011.  During the year, the Company incurred a total of $647,482 in exploration expenditures mainly on its Nopalera property.  

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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 of $1,250,666 at August 31, 2012 compared to $2,655,392 at August 31, 2011.  The Company’s cash and short-term investment position at August 31, 2012 was $1,128,675.

In the third quarter of 2011, the Company accelerated the expiry of various share purchase warrants and agents warrants issued pursuant to a private placement completed in January and February 2010.  A total of 10,885,942 warrants were exercised during the year at a price of $0.25 resulting in a total of $2,721,486 being added to the Company’s working capital.

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

5.D.  Trend Information

No Disclosure Necessary.

5.E.  Off-Balance Sheet Arrangements

At 8/31/2014 and 8/31/2013, the Company had no off-balance sheet arrangements.

5.F.  Tabular disclosure of contractual obligations

The Company had no “hard” contractual obligations at 11/30/2014.  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.

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, 2014

Name	Positions	Age	Date First Elected or Appointed
Ing. Daniel N. Fernandez (2)	Director	73	June 1998
Frank Hogel	Director	42	February 2014
David Moore	Director	63	June 2012
Stephen Pearce (1)(3)	Director/CFO/Secretary	44	December 2000
Andrew Robertson (1)	Director	70	December 1998
Edward K. Sorbara (1)	Director	70	June 1998
J. Paul Sorbara (2)	Director/CEO/President	61	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 12/11/2000 and CFO and a Director of the Company since 1/26/2006.  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 Corporate Secretary of the following TSX Venture Exchange listed companies: Neotek Solutions Inc. (since 2001); Sable Resources Ltd. (since 2003), Wildflower Marijuana Inc. (since 2008), Movarie Capital Ltd. (since 2011), Flying A Petroleum Ltd. (since 2012), Vanadiumcorp Resource Inc. (since 2013), Artha Resources Corporation (since 2013) and Monster Mining 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.

David Moore is President and CEO of Serengeti Resources Inc.  Prior to joining Serengeti, David had a 30 year career with Teck Cominco; including management of Cominco’s Western Canadian and Canadian Exploration groups between 1995 and 1998, and International Exploration group from 1991 to 2001.  He has participated in the discovery and delineation of mineral deposits in a number of countries including leading the drill-out of the world class Red Dog zinc-lead deposit in Alaska.  He brings experience and expertise from grassroots prospecting, to resource delineation, to exploration management and international business development.  Since joining Serengeti in 2004 Mr. Moore has been instrumental in transforming the company into a successful British Columbia based mineral explorer.  Moving early to acquire a large land package in the highly prospective Quesnel trough, he has raised more than $30 million in equity financing and in late 2006, along with partner Myron Osatenko, lead the discovery of the Kwanika copper-gold deposit. The significance of this discovery was recognized by AMEBC in 2011 when Mr. Moore was co-awarded the prestigious H.H.  “Spud” Huestis Prospector of the Year Award.  Mr. Moore is also a director of Murgor Resources Inc.

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Dr. Andrew Robertson received his Doctorate and Bachelor of Science Degrees from the University of Witwatersrand in the Republic of South Africa.  He holds the designation of Professional Engineer that was awarded to him from both the Association of Professional Engineers & Geoscientists of British Columbia and the Association of Professional Engineers of Ontario.  Since April 1994, Robertson Geoconsultants Inc., a company he owns, has employed him; through this company he provides consulting services to mining companies. Since April 1994, he has been a Director of Gemcom Software International Inc. He has been President/Director of InfoMine Inc. since 1984.  As an independent director of the Company, Mr. Robertson supervises management and helps to ensure compliance with corporate governance policies and standards.

Edward K. Sorbarareceived 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 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.

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.

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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 2014 and Fiscal 2013, NIL stock options 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 2014 was $209,020.  The following table details Senior Management/Director compensation paid/accrued for Fiscal 2014.

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 (1)		2014	$120,000	NA	NA	NA	NA	NA	NA	$120,000
Stephen Pearce, CFO/Secretary		2014	$47,500	NA	NA	NA	NA	NA	NA	$60,000
Daniel Fernandez Manager of Minera Delta S.A.		2014	$41,520	NA	NA	NA	NA	NA	NA	$41,250
(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/Cancelled During The Most Recently Completed Fiscal Year

At the beginning of Fiscal 2014, the most recently completed fiscal year; there were 8,190,000 stock options outstanding.  During Fiscal 2014, NIL stock options were granted to Senior Management, Directors, and employees/consultants; all stock options vested upon granting.  During Fiscal 2014, no SARs (stock appreciation rights) were granted.  During Fiscal 2014: no stock options were exercised; none expired and/or were cancelled; and none were re-priced.

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Table No. 5
Stock Option Grants in Fiscal 2014 Ended 8/31/2014
Name	Number of Options Granted	Percent Of Total Options Granted	Exercise Price per Share	Grant Date	Expiration Date	Mkt. Value of Securities Underlying Options on Date of Grant
Daniel Fernandez	NIL
David Moore	NIL
Marc Legaul	NIL
Stephen Pearce	NIL
Andrew Robertson	NIL
Edward Sorbara	NIL
J. Paul Sorbara	NIL
Management/Directors	NIL
Employees/Consultants	NIL
TOTAL	NIL

Options/SARs Exercised During The Most Recently Completed Fiscal Year

During Fiscal 2014 Ended 8/31/2014, the most recently completed fiscal year, no stock options were exercised by Senior Management and/or Directors.  No SARs (stock appreciation rights) were exercised during this period.

The following table gives certain information concerning stock options by the Company’s Senior Management and Directors.  It also gives information concerning stock option values.

Table No. 6
Aggregated Stock Options Exercises in Fiscal 2014 Fiscal Yearend Unexercised Stock Options Fiscal Yearend Stock Option Values Senior Management/Directors
Name	Number of Shares Acquired on Exercise	Aggregate Value Realized (1)	Number of Unexercised Options at Fiscal Yearend Exercisable/ Unexercisable	Value of Unexercised In-the-Money Options at Fiscal Yearend (1) Exercisable/ Unexercisable
Ing. Daniel N. Fernandez	Nil	Nil	1,000,000/nil	$nil/$nil
David Moore	Nil	Nil	500,000/nil	$nil/$nil
Frank Hogel	Nil	Nil	Nil	Nil
Marc Legault	Nil	Nil	500,000/nil	$nil/$nil
Stephen Pearce	Nil	Nil	1,000,000/nil	$nil/$nil
Andrew Robertson	Nil	Nil	500,000/nil	$nil/$nil
Edward K. Sorbara	Nil	Nil	500,000/nil	$nil/$nil
J. Paul Sorbara	Nil	Nil	1,700,000/nil	$nil/$nil
(1) The market price for the Company’s common shares on 8/31/2014 was $0.03.   No value has been given to unexercised options that were out-of-the-money on 8/31/2014.

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Stock Options.  The Company may grant stock options to Directors, Senior Management and employees.  Refer to ITEM #6.E., “Share Ownership” and Tables No. 4/5/6/7/8 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 2015 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. 4/5/6/7/8, ITEM #6B and ITEM #7B.

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. David Moore, Frank Hogel, Andrew Robertson, and Edward Sorbara are independent.

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

During Fiscal 2014, the Board of Directors held five 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; all but David Moore, Frank Hogel, Andrew Robertson, and Edward Sorbara of the directors attended the February 2014 annual shareholders meeting.

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 9/1/2006.  The current members of the Audit Committee are: Stephen Pearce, Andrew Robertson (independent), and Edward Sorbara (independent).  The Audit Committee met once during Fiscal 2014 and has met once during Fiscal 2015-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.

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 2014 and Fiscal 2015-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 11/30/2014, the Company had no full-time employees and four part-time unpaid employees/consultants, including the Senior Management; two of these employees are engaged in mineral exploration/development.  As of 8/31/2014 and 8/31/2013, the Company had four and ten employees, respectively, including the Senior Management.  None of the Company's employees are covered by collective bargaining agreements.

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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. 7

Shareholdings of Directors and Senior Management

Shareholdings of 5% Shareholders

November 30, 2014

Title of Class		Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class #
Common		Agnico Eagle Mines Limited (1)	6,762,000	5.5%
Common		Concept Capital Management Ltd. (2)	25,277,777	20.4%
		5% Shareholder Subtotal	32,039,777	25.9%
Common		J. Paul Sorbara (3)	3,129,970	2.5%
Common		Daniel Fernandez (4)	2,067,000	1.7%
Common		Edward Sorbara (5)	861,625	0.7%
Common		David Moore (6)	515,000	0.4%
Common		Andrew Robertson (7)	701,000	0.6%
Common		Stephen Pearce (8)	1,080,000	0.9%
Common		Frank Hogel	NIL	0.0%
		Directors and Senior Management Subtotal	8,354,595	6.7%
		TOTAL	40,394,372	32.6%
(1)	Agnico Eagle Mines Limited is a Canadian mining company publicly traded on the NYSE and TSX Exchange.  Their address is: 145 King Street East, Toronto, Ontario, M5C 2Y7.  The contact person is: David Smith; VP, Investor Relations.
(2)	Concept Capital Management Ltd. is a private investor based out of Majuro, Marshall Islands.  10,833,333 represent share purchase warrants currently exercisable.
(3)	1,700,000 represent currently exercisable stock options. 929,970 common shares and 500,000 stock options are held indirectly through Sorbara Geological Consulting Limited, a private company control by Mr. Sorbara.
(4)	1,000,000 represent currently exercisable stock options.
(5)	500,000 represent currently exercisable stock options.
(6)	500,000 represent currently exercisable stock options.
(7)	500,000 represent currently exercisable stock options. 500,000 common shares are registered in the name of A. MacG. Robertson & Associates Inc. and A. MacG. Holdings Inc., of which Andrew MacG. Robertson is the sole owner of all issued voting shares.
(8)	1,000,000 represent currently exercisable stock options.
#	Based on 123,694,222 common shares outstanding at 11/30/2014, and warrants 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 2/5/2006 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.

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The names and titles of the Directors/Senior Management of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options are set forth in following table, as well as the number of options granted to Directors/Senior Management, and all employees and consultants as a group.

Table No. 8

Stock Options Outstanding

November 30, 2014

J. Paul Sorbara	500,000	$0.25	5/7/2010	5/7/2015
	500,000	$0.25	12/21/2011	12/21/2016
	250,000	$0.20	7/16/2012	7/16/2017
Stephen Pearce	225,000	$0.25	5/7/2010	5/7/2015
	550,000	$0.25	12/21/2011	12/21/2016
	150,000	$0.20	7/16/2012	7/16/2017
Daniel Fernandez	225,000	$0.25	5/7/2010	5/7/2015
	600,000	$0.25	12/21/2011	12/21/2016
	175,000	$0.20	7/16/2012	7/16/2017
David Moore	500,000	$0.20	7/16/2012	7/16/2017
Marc Legault	100,000	$0.20	7/16/2012	7/16/2017
	50,000	$0.25	5/7/2010	5/7/2015
	325,000	$0.25	12/21/2011	12/21/2016
Andrew Robertson	125,000	$0.25	5/7/2010	5/7/2015
	250,000	$0.25	12/21/2011	12/21/2016
	100,000	$0.20	7/16/2012	7/16/2017
Edward Sorbara	125,000	$0.25	5/7/2010	5/7/2015
	225,000	$0.25	12/21/2011	12/21/2016
	100,000	$0.20	7/16/2012	7/16/2017
Total Officers/Directors	5,075,000
Employees/Consultants/etc.	250,000	$0.20	7/16/2012	7/16/2017
	950,000	$0.25	5/7/2010	5/7/2015
	475,000	$0.25	12/21/2011	12/21/2016
TOTAL	6,750,000

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. 4/5/6/7/8/9/10/11, 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. 4/5/6/7/8 for additional information.

	Common Shares Owned at 11/30/2014	Common Shares Owned at 11/30/2013	Common Shares Owned at 12/31/2012
Agnico Eagle Mines Limited	6,762,000	6,762,000	6,762,000
Concept Capital Management Ltd.	14,444,444	14,444,444	NIL

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

7.A.2.  Canadian Share Ownership.  On 11/30/2014, the Company’s shareholders’ list showed 106,660,889 common shares outstanding, with 40 registered shareholders.  13 of these shareholders were resident in Canada, holding 101,672,550 common shares (representing about 95.3% 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 2 registered shareholder were resident in other countries, holding 1,160,000 common shares.

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 400 “holders of record” in Canada, holding approximately 50% of the outstanding shares of the Company, and over 1,000beneficial 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 2014 Ended August 31, 2014, Hastings Management charged the Company $17,603 (2013 = $38,037) 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 2014/2013, this firm was paid $120,000 and $120,000.

Due from Related Parties at 8/31/2014 included $39,091 (2013 = $36,120) due from a company controlled by a director.

During Fiscal 2014 ended August 31, 2014, the Company paid $41,520 (2013 = $40,027) in wages and benefits to DanielFernandez,Manager of Minera Delta S.A. and a director.

During Fiscal 2014 ended August 31, 2014, the Company paid $47,500 (2013 = $60,000) in consulting fees to Stephen Pearce, CFO/Secretary/Director.

Other than as disclosed above and in the MD&A in ITEM #5, there have been no transactions since 8/31/2013, 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 LLP, Chartered Accountants are included herein immediately preceding the financial statements.

Audited Financial Statements

Fiscal 2014/2013/2012 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 10/16/2001.  The current stock symbol on the TSX Venture Exchange in Canada is “GNG”.  The CUSIP number is 381059104.

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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.

Table No. 9

TSX Venture Exchange

Common Shares Trading Activity

Canadian Dollars

Period Ended	Volume	High	Low	Closing
Monthly
11/30/2014	1,291,200	$0.02	$0.01	$0.02
10/31/2014	1,964,200	$0.02	$0.01	$0.01
9/30/2014	729,700	$0.03	$0.02	$0.02
8/31/2014	515,900	$0.04	$0.03	$0.03
7/31/2014	774,300	$0.03	$0.03	$0.03
6/30/2014	697,800	$0.03	$0.03	$0.03
Quarterly
11/30/2014	3,985,100	$0.03	$0.01	$0.02
8/31/2014	2,158,502	$0.04	$0.03	$0.03
5/31/2014	1,447,900	$0.05	$0.03	$0.03
2/29/2014	3,078,500	$0.05	$0.03	$0.04
11/30/2013	2,257,800	$0.04	$0.03	$0.03
8/31/2013	3,342,700	$0.06	$0.04	$0.04
5/31/2013	6,249,700	$0.10	$0.04	$0.05
2/29/2013	3,949,800	$0.16	$0.10	$0.10
11/30/2012	6,802,100	$0.20	$0.13	$0.15
Yearly
8/31/2014	9,347,400	$0.05	$0.03	$0.03
8/31/2013	13,542,200	$0.20	$0.04	$0.04
8/31/2012	19,062,000	$0.30	$0.13	$0.20
8/31/2011	62,054,900	$0.75	$0.18	$0.38
8/31/2010	24,849,700	$0.32	$0.14	$0.21

The Company’s common shares began trading on the Frankfurt Stock Exchange on 1/14/2004, with the trading symbol of “GGZ.F”.  Total volume through 11/30/2014 was 11,258,700.  Prices ranged from euro$0.01 to euro$0.50; the closing price on 11/30/2014 was euro$0.01.

The Company’s common shares began trading on the Munich-Stock Exchange on 1/17/2006, with the trading symbol of “GGZ.MU”.  Total volume through 11/30/2014 was 3,052,400. Prices ranged from euro$0.01 to euro$0.47; the closing price on 11/30/2014 (7/3/2014) was euro$0.02.

The Company’s common shares began trading on the Stuggart Stock Exchange in Europe on 1/18/2011, with the trading symbol of “GGZ.SG”.  Total volume through 11/30/2014 was 756,100.  Prices ranged from euro$0.01 to euro$0.48; the closing price on 11/30/2014 was euro$0.02.

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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.

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

Refer to ITEM #6E and Tables No. 4/5/6/7/8 for additional information.

Warrants

As of 11/30/2014, 11,988,888 share purchase warrants were outstanding, of which 10,833,333 are exercisable at $0.12 until March 26, 2016 and 1,155,555 are exercisable at $0.09 until March 26, 2016.

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.

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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-FR Registration Statement and amendments for more information about the Company’s articles.

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.

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 theIncome Tax Act (Canada) (the “Act”) and theCanada – 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.

- 53 -

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.

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:

675 West Hastings Street, #711, Vancouver, British Columbia, Canada  V6B 1N2.

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 atwww.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 atwww.sedar.com.  Finally, corporate information may be found at the Company’s website: .

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 ---

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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, 2014.  The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures as of August 31, 2014, 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.

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, 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, 2014.

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.

- 55 -

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.

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 2013 and Fiscal 2014-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, including audit services, audit related services, tax services and other services.  The procedure requires that all proposed engagements of Morgan & Company 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.

- 56 -

Principal Accountant Fees and Services	Fiscal 2014 Ended  8/31/2014 (estimated)	Fiscal 2013 Ended 8/31/2013
Audit Fees	$30,000	$34,500
Audit-Related Fees	$nil	$nil
Tax Fees	$nil	$nil
All Other Fees	$nil	$nil
TOTAL	$30,000	$34,500

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

           --- No Disclosure Necessary ---

PART III

ITEM 17.  FINANCIAL STATEMENTS

We have elected to provide financial statements for the fiscal year ended August 31, 2014 and the related information pursuant to ITEM 18.

ITEM 18.  FINANCIAL STATEMENTS

Financial Statements

The financial statements appear in this annual report on Form 20-F beginning on page F-3.  The report of the independent registered public accounting firm appears on page F-2.

ITEM 19.  EXHIBITS

1.  

Notice of Articles and Articles of Incorporation as currently in effect: Incorporated by reference to Form 20-FR 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 8/31/2008

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 8/31/2008

c.

Earn-in and Shareholders Agreement with Agnico-Eagle Mines Limited, dated 12-8-2011

- 57 -

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-FR Registration Statement, as amended and Form 6-K’s ---

- 58 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 and 2012

(Expressed in Canadian Dollars)

- 59 -

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, 2014 and 2013, 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, 2014, 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, 2014 and 2013, and its financial performance and its cash flows for each of the years in the three year period ended August 31, 2014 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	“Morgan & Company LLP”
December 23, 2014	Chartered Accountants

PO Box 10007, 1488 – 700 West Georgia Street, Vancouver, British Columbia, Canada V7Y 1A1

Tel: (604) 687 – 5841 Fax: (604) 687 – 0075  Email: info@morgancollp.com

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GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

		AUGUST 31,		AUGUST 31,
		2014		2013
ASSETS
Current Assets
Cash		$	105,407	$	297,429
Short term investments (Note 5)			-		783,952
Marketable securities  (Note 6)			12,750		48,875
Accounts receivable (Note 7)			23,016		12,281
Due from related parties (Note 15)			39,091		36,121
Prepaid expenses			26,241		27,067
Total Current Assets			206,505		1,205,725
Non-current Assets
Value-added taxes recoverable			100,074		92,734
Exploration and evaluation assets (Notes 8 and 17)			3,318,611		5,884,438
Property and equipment (Note 9)			77,116		97,033
Total Assets		$	3,702,306	$	7,279,930
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities		$	45,280	$	45,381
Non-current Liabilities
Employment benefit obligations (Note 18)			69,339		62,219
Total Liabilities			114,619		107,600
EQUITY
Share capital (Note 10)			26,044,652		26,044,652
Share-based payments reserves			2,758,145		2,758,145
Accumulated other comprehensive loss			(70,513)		(34,388)
Deficit			(25,144,597)		(21,596,079)
Total Equity			3,587,687		7,172,330
Total Liabilities And Equity		$	3,702,306	$	7,279,930
Going Concern(Note 1)
These consolidated financial statements were authorized for issue by the Board of Directors on December 23, 2014.  They are signed on behalf of the Company by:
“J. Paul Sorbara”	“Stephen W. Pearce”
Director	Director
See accompanying notes to consolidated financial statements.

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GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Expressed in Canadian Dollars)

	YEARS ENDED AUGUST 31
	2014		2013		2012
Expenses
Amortization	$	22,473	$	26,854	$	26,088
Automobile		2,580		3,052		3,398
Consulting (Note 15)		52,542		111,764		235,792
Foreign exchange (gain) loss		(2,900)		(9,531)		14,356
Investor relations		23,578		96,056		81,514
Management fees (Note 15)		120,000		120,000		120,000
Office and general (Note 15(a))		108,393		88,634		91,776
Professional fees		58,254		58,486		64,793
Rent and utilities		31,863		38,376		36,486
Transfer agent and filing fees		5,674		19,374		16,729
Travel		16,249		25,645		26,568
Share-based compensation		-		-		777,347
Wages and benefits (Note 15)		248,248		258,717		238,629
Loss Before Other Income (Expenses)		(686,944)		(837,427)		(1,733,476)
Other Income (Expenses)
Realized gain on marketable securities		-		44,105		-
Gain on sale of property and equipment		4,615		-		-
Gain on sale of interest in mineral property		-		29,756		26,461
Write down of mineral property exploration costs		(2,883,086)		(2,178,691)		(2,007,751)
Other income		12,741		3,059		123
Interest Income		4,156		9,043		20,113
Net Loss For The Year		(3,548,518)		(2,930,155)		(3,694,530)
Other Comprehensive (Loss) Gain
Reclassification to realized loss upon sale of marketable securities		-		(18,947)		-
Unrealized (loss) gain on marketable securities		(36,125)		(60,441)		54,375
		(36,125)		(79,388)		54,375
Comprehensive Loss For The Year	$	(3,584,643)	$	(3,009,543)	$	(3,640,155)
Loss Per Share – Basic and Diluted	$	(0.03)	$	(0.03)	$	(0.04)
Weighted Average Number Of Shares Outstanding – Basic and diluted		106,660,889		98,429,535		92,216,445
See accompanying notes to consolidated financial statements.

- 62 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(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, 2011	92,216,445	$	24,848,652	$	1,980,798	$		(9,375)	$		(14,971,394)	$		11,848,681
Share-based compensation	-		-		777,347			-			-			777,347
Other comprehensive income	-		-		-			54,375			-			54,375
Net loss for the year	-		-		-			-			(3,694,530)			(3,694,530)
Balance, August 31, 2012	92,216,445		24,848,652		2,758,145			45,000			(18,665,924)			8,985,873
Private placements, net of share issue costs	14,444,444		1,300,000		-			-			-			1,300,000
Agent's warrants issued on private placement	-		44,121		-			-			-			44,121
Share issue costs	-		(148,121)		-			-			-			(148,121)
Other comprehensive loss	-		-		-			(79,388)			-			(79,388)
Net loss for the year	-		-		-			-			(2,930,155)			(2,930,155)
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
See accompanying notes to consolidated financial statements.

- 63 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

	YEARS ENDED AUGUST 31
	2014		2013		2012
Operating Activities
Net loss for the year	$	(3,548,518)	$	(2,930,155)	$	(3,694,530)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization		22,473		26,854		26,088
Gain on sale of interest in mineral property		-		(29,756)		(26,461)
Gain on sale of property and equipment		(4,615)		-		-
Interest income		(4,156)		(9,043)		(20,113)
Share-based compensation		-		-		777,347
Write down of mineral property exploration costs		2,883,086		2,178,691		2,007,751
Realized gain on marketable securities		-		(44,105)		-
Change in non-cash operating assets and liabilities:
Accounts receivable		(18,075)		4,714		(15,309)
Due from related parties		(2,970)		308		(36,339)
Prepaid expenses		826		10,566		(27,892)
Accounts payable and accrued liabilities		(101)		(58,079)		73,438
Employment benefit obligations		7,120		2,215		(5,388)
Cash Used In Operating Activities		(664,930)		(847,790)		(941,408)
Investing Activities
Expenditures on mineral properties		(317,259)		(494,935)		(725,995)
Purchase of short term investments		-		(1,200,000)		(1,300,000)
Proceeds from redemption of short term investments		780,000		1,295,691		2,875,000
Purchase of property and equipment		(2,556)		(4,454)		(4,273)
Interest income		8,108		9,043		20,113
Proceeds on sale of marketable securities		-		94,842		-
Proceeds on sale of property and equipment		4,615		-		-
Proceeds on sale of mineral property interest		-		-		50,221
Cash Provided By (Used In) Investing Activities		472,908		(299,813)		915,066
Financing Activity
Share issuances for cash (net of share issuance costs)		-		1,196,000		-
(Decrease) Increase In Cash		(192,022)		48,397		(26,342)
Cash, Beginning Of Year		297,429		249,032		275,374
Cash, End Of Year	$	105,407	$	297,429	$	249,032
Supplementary Cash Flow Disclosure And Non-Cash Investing And Financing Activities:
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-
Shares received for mineral property interest	$	-	$	59,000	$	-

- 64 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(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, 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”) which the Company has adopted in its annual consolidated financial statements as at and for the year ended August 31, 2014. The significant accounting policies presented in this note have been consistently applied in each of the years presented.

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.

- 65 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

2.

BASIS OF PRESENTATION(Continued)

c)

Foreign Currencies

The Company’s reporting currency and functional currency 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 at the historical exchange rate;

·

Revenues and expenses at the average rate in effect during the applicable accounting period; and

·

Gains or losses arising on foreign currency translation are included in the 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.

Critical Accounting Estimates

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.

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 10.

- 65 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

2.

BASIS OF PRESENTATION(Continued)

d)

Significant Accounting Judgments and Estimates (Continued)

Critical Judgments Used in Applying Accounting Policies

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.

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 productions 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, 2014 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.

- 66 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES(Continued)

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.

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 payables and accrued liabilities, all of which are recognized at amortized cost.

- 67 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES(Continued)

b)

Financial Instruments and Risk Management (Continued)

Financial liabilities(Continued)

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 and due to related parties 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.

c)

Cash and Cash Equivalents

Cash includes cash on hand, cash held in trust and demand deposits.  Cash equivalents include short-term, highly liquid investments that are readily convertible to known amounts of cash which are subject to insignificant risk of change and have maturities of three month or less from the date of acquisition, held for the purpose of meeting short-term cash commitments rather than for investing or other purposes.  As at August 31, 2014 and 2013, the Company did not have any cash equivalents.

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.

- 68 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES(Continued)

e)

Exploration and Evaluation Assets (Continued)

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.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration 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%

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.

- 69 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES(Continued)

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.

Where it is possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s cash-generating unit, 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 one cash-generating unit for which impairment testing is performed.

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.

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.

- 70 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

j)

Share Capital (Continued)

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

- 71 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)

m)

Decommissioning Liabilities (Continued)

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.

Costs for restoration of subsequent site damage which is created on an ongoing basis during production are provided for at their net present values and charged against profits as extraction progresses.

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

4.

RECENT ACCOUNTING PRONOUNCEMENTS

IFRS 9 - Financial Instruments. IFRS 9 establishes the requirements for recognizing and measuring financial assets and financial liabilities. This new standard is effective for annual periods beginning on or after January 1, 2018 with earlier application permitted. The Company has yet to assess the full impact of IFRS 9.

Amendments to IAS 32 Financial Instruments: Presentation. IAS 32 is amended to clarify requirements for offsetting of financial assets and financial liabilities.  This amendment is effective for annual periods beginning on or after January 1, 2014.  The Company expects that the adoption of this amendment will not impact its financial position and performance.

The following standards are effective for annual periods beginning on or after January 1, 2013, with early adoption permitted.  The Company has adopted the new and amended standards and does not expect the adoption of any of the new requirements to have a significant impact on its financial statements.

IFRS 10 - Consolidated Financial Statements. IFRS 10 supersedes IAS 27: Consolidated and Separate Financial Statements and establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities.

IFRS 11 - Joint Arrangements. IFRS 11 establishes principles for financial reporting by parties to a joint arrangement and supersedes IAS 31: Interests in Joint Ventures and SIC 13: Jointly Controlled Entities - Non- Monetary Contributions by Venturers.

IFRS12 - Disclosure of Interests in Other Entities. IFRS 12 applies to entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity.

IAS 27 - Separate Financial Statements. IAS 27 contains accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates when an entity prepares separate financial statements. IAS 27 requires an entity preparing separate financial statements to account for those investments at cost or in accordance with IFRS 9.

IAS 28 - Investments in Associates and Joint Ventures. IAS 28 prescribes the accounting for investments in associates and sets out the requirements for the application of the equity method when accounting for investments in associates and joint ventures.

- 72 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

5.

SHORT-TERM INVESTMENTS

As at August 31, 2014, the Company had no short-term investments (2013 - $780,000 of Canadian investments in guaranteed investment certificates that matured on April 16, 2014 at effective interest rates of 1.35%).   

6.

MARKETABLE SECURITIES

Marketable securities consist of 425,000 (2013 – 425,000) common shares of Comstock Metals Ltd. with a fair value of $12,750 (2013 - $48,875).

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.

7.

ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

	AUGUST 31
	2014			2013
Sales taxes recoverable	$	1,765	$		2,966
Other receivable		21,251			9,315
	$	23,016	$		12,281

8.

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 17.  Property payments made on the Company’s mineral property interests are included in the property descriptions below.  Acquisition costs paid through August 31, 2014 and 2013 are as follows:

	2014		2013
San Timoteo, Oro Leon, Nueva Union, La Reforma	$	69,257	$	69,257
Oteros, La Esperanza, La Hermosa		-		-
Bufalo, La Barranca		-		-
Los Hilos, Las Bolas, El Manto, Don Lazaro, La Verde		187,123		187,123
Nopalera, Flor de Trigo		78,393		78,393
Corona, Beck, El Chamizal, El Canario, La Cruz		-		-
Las Trojas, La Gloria, Todos los Santos, Los Cantiles		-		-
Yudit		-		-
Total acquisition costs		334,773		334,773
Exploration and evaluation assets (Note 17)		2,983,838		5,549,665
Total exploration and evaluation assets	$	3,318,611	$	5,884,438

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.

- 73 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

8.

EXPLORATION AND EVALUATION ASSETS (Continued)

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.

Comstock has 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.

In December 2011, and as amended January 25, 2012, the Company signed an Earn-in and Shareholders Agreement with Agnico-Eagle Mines Limited (“Agnico”) for the exploration and development of the Company’s Las Bolas/Los Hilos property.  Under the terms of the agreement, Agnico has the right to earn a 51% interest in the property by spending $5,000,000 on the property over a period of 5 years. The first year’s work commitment is a firm commitment of $500,000 with expenditure requirements increasing each year thereafter. Upon fulfilling the commitments for 51% interest, they will have deemed to acquire 71% interest without further consideration.

In August 2013, Agnico has elected to terminate the agreement.

During the year ended August 31, 2014, $2,883,086 (2013 - $2,178,691) in deferred expenditures related to certain mineral claims were written down. These write-downs were mainly related to the Company’s San Timoteo/Oro Leon (2013 - Las Bolas/Los Hilos) 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.

9.

PROPERTY AND EQUIPMENT

COST	EQUIPMENT		VEHICLES		LAND		TOTAL
Balance August 31, 2012	$	150,314	$	101,610	$	18,917	$	270,841
Additions		4,454		-		-		4,454
Balance August 31, 2013		154,768		101,610		18,917		275,295
Additions		2,556		-		-		2,556
Disposal		-		(10,795)		-		(10,795)
Balance August 31, 2014	$	157,324	$	90,815	$	18,917	$	267,056

ACCUMULATED AMORTIZATION		EQUIPMENT	VEHICLES		LAND		TOTAL
Balance August 31, 2012	$	71,973	$	79,435	$	-	$	151,408
Amortization		24,373		2,481		-		26,854
Balance August 31, 2013		96,346		81,916		-		178,262
Amortization		19,899		2,574		-		22,473
Disposal		-		(10,795)		-		(10,795)
Balance August 31, 2014	$	116,245	$	73,695	$	-	$	189,940
CARRYING AMOUNTS
As at August 31, 2013	$	58,422	$	19,694	$	18,917	$	97,033
As at August 31, 2014	$	41,079	$	17,120	$	18,917	$	77,116

10.

SHARE CAPITAL AND RESERVES

Authorized

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

- 74 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

10.

SHARE CAPITAL AND RESERVES(Continued)

Issued and Fully Paid

As at August 31, 2014, the Company had 106,660,889 (2013 – 106,660,889) common shares issued and fully paid.

On March 28, 2013, the Company completed a private placement of 14,444,444 units at a price of $0.09 per unit for gross proceeds of $1,300,000.  Each unit consist of one common share and three-quarters of one non-transferable share purchase warrant exercisable for a period of three years at a price of $0.12 for each whole warrant.

The Company paid its agents a cash commission of $104,000 and 1,155,555 agent’s warrants exercisable at $0.09 per share for three years valued at $44,121 (risk-free interest rate of 1.21%, dividend yield of Nil, volatility factor of 77.48%, and expected life of 3 years).

Warrants

		WEIGHTED AVERAGE
	NUMBER OF	EXERCISE
	WARRANTS	PRICE
Outstanding and exercisable at August 31, 2011 and 2012	-	$      -
Issued	11,988,888	0.12
Outstanding and exercisable at August 31, 2013 and 2014	11,988,888	$0.12

As at August 31, 2014, the following share purchase warrants issued on March 28, 2013 in connection with private placements were outstanding:

NUMBER OF WARRANTS	EXERCISE PRICE	EXPIRY DATES
10,833,333	$0.12	March 26, 2016
1,155,555	$0.09	March 26, 2016
11,988,888

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 by 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 and 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.

On December 21, 2011, the Company granted 2,825,000 incentive stock options to directors and officers of the Company and 1,215,000 incentive stock options to employees and consultants of the Company, at a price of $0.25 per share, exercisable for a period of five years.

On July 16, 2012, the Company granted 1,375,000 incentive stock options to directors and officers of the Company and 300,000 incentive stock options to employees and consultants of the Company, at a price of $0.20 per share, exercisable for a period of five years.

The fair value of the stock options granted during the year ended August 31, 2012 was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted average assumptions:

	December 21, 2011	July 16, 2012
Share-based compensation	$553,675	$ 223,672
Risk-free interest rate	1.18%	1.12%
Dividend yield of nil, volatility factor	102.71%	102.49%
Weighted average expected life of the options	5 years	5 years

- 75 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

10.

SHARE CAPITAL AND RESERVES (Continued)

Stock Options (Continued)

A summary of changes in stock options is presented below:

		WEIGHTED
	NUMBER	AVERAGE
	OF	EXERCISE
	SHARES	PRICE
Balance, August 31, 2011	4,700,000	$  0.27
Cancelled	(150,000)	0.35
Granted	5,715,000	0.25/0.20
Expired	(1,200,000)	0.40
Balance, August 31, 2012	9,065,000	0.23
Cancelled	(800,000)	0.24
Expired	(75,000)	0.35
Balance, August 31, 2013	8,190,000	0.23
Cancelled	(815,000)	0.25
Expired	(625,000)	0.10
Balance, August 31, 2014	6,750,000	$  0.24

The weighted average remaining contractual life of options outstanding at August 31, 2014 was 1.98 years (2013 – 2.75 years).

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.

11.

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, 2014, the Company had a total of 6,750,000 (2013 – 8,190,000; 2012 – 9,065,000) stock options outstanding.  As of August 31, 2014 and 2013, the Company also had a total of 11,988,888 warrants outstanding (2012 – Nil), of which 1,155,555 were potentially dilutive.  Dilutive options and warrants were not included in the Company’s loss per common share calculation because the result was anti-dilutive.

	YEARS ENDED AUGUST 31
	2014		2013                        2012
Issued common shares at September 1,	106,660,889	92,216,445		92,216,445
Weighted average issuances	-	6,213,090		-
Basic weighted average common shares	106,660,889	98,429,535		92,216,445

- 76 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

12.

SEGMENTED INFORMATION

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

	CANADA		MEXICO		TOTAL
August 31, 2014
Current assets	$	184,869	$	21,636	$	206,505
Property and equipment	$	21,771	$	55,345	$	77,116
Exploration and evaluation assets	$	-	$	3,318,611	$	3,318,611
Value-added taxes recoverable	$	-	$	100,074	$	100,074
Total assets	$	206,640	$	3,495,666	$	3,702,306
Accounts payable and accrued liabilities	$	19,147	$	26,133	$	45,280
Employment benefit obligations	$	-	$	69,339	$	69,339
Interest income	$	4,149	$	7	$	4,156
Net loss for the year	$	-	$	-	$	3,548,518
August 31, 2013
Current assets	$	1,153,797	$	51,928	$	1,205,725
Property and equipment	$	34,747	$	62,286	$	97,033
Exploration and evaluation assets	$	-	$	5,884,438	$	5,884,438
Value-added taxes recoverable	$	-	$	92,734	$	92,734
Total assets	$	1,188,544	$	6,091,386	$	7,279,930
Accounts payable and accrued liabilities	$	22,889	$	22,492	$	45,381
Employment benefit obligations	$	-	$	62,219	$	62,219
Interest income	$	9,035	$	8	$	9,043
Net loss for the year	$	-	$	-	$	2,930,155

13.

FINANCIAL INSTRUMENTS

As at August 31, 2014 and 2013, the carrying value of the Company’s financial instruments approximates their fair value. Cash and short term investments 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
		2014				2013
	LEVEL	CARRYING VALUE		FAIR VALUE		CARRYING VALUE		FAIR VALUE
Fair value through profit or loss
Cash	1	$	105,407	$	105,407	$	297,429	$	297,429
Short term investments	1	$	-	$	-	$	783,952	$	783,952
Available for sale
Marketable securities	1	$	12,750	$	12,750	$	48,875	$	48,875
Loans and receivables
Accounts receivable	2	$	23,016	$	23,016	$	12,281	$	12,281
Due from related parties	2	$	39,091	$	39,091	$	36,121	$	36,121
Other Financial Liabilities
Accounts payable and accrued liabilities	2	$	45,280	$	45,280	$	45,381	$	45,381
Employee benefits obligations	2	$	69,339	$	69,339	$	62,219	$	62,219

- 77 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

13.

FINANCIAL INSTRUMENTS (Continued)

There have been no transfers between levels 1 and 2, or transfers in or out of level 3 for the years ended August 31, 2014 and 2013.

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 asset is summarized below:

	AUGUST 31, 2014		AUGUST 31, 2013
Cash	$	105,407	$	297,429
Short term investments	$	-	$	783,952
Marketable securities	$	12,750	$	48,875
Accounts receivable	$	23,016	$	12,281
Due from related parties	$	39,091	$	36,121
Value-added taxes recoverable	$	100,074	$	92,734

The credit risk of cash and short-term investments is assessed as nominal as the counter party is major Canadian financial institutions. 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.

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, 2014, the Company does not have sufficient cash and highly liquid investment on hand to meet current liabilities and its expected administrative requirements for the coming year. The Company has cash of $105,407 (2013 - $297,429), highly liquid investments of $Nil (2013 - $783,952) and total liabilities of $114,619 (2013 - $107,600). Accounts payable and accrued liabilities of $45,280 (2013 - $45,381) are due within three months. Management has assessed liquidity risk as high.

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.

- 78 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

13.

FINANCIAL INSTRUMENTS (Continued)

Foreign Currency Risk(Continued)

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

	AUGUST 31, 2014		AUGUST 31, 2013
U.S. Dollars
Financial assets	$	12	$	151,479
Financial liabilities	$	-	$	2,971
Mexican Pesos
Financial assets	$	160,070	$	137,888
Financial liabilities	$	179,918	$	106,190

Based on the above net exposures as at August 31, 2014, 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 $3,400 (2013 - $3,170) in loss from operations.  Based on the above net exposures as at August 31, 2014, 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 $1 (2013 - $14,851) in loss from operations.

Interest Rate Risk

As at August 31, 2014, the Company has no significant exposure to interest rate risk through its financial instruments.

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 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.

14.

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 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.

- 79 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

14.

CAPITAL DISCLOSURES(Continued)

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 the 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.

15.

RELATED PARTY BALANCES AND TRANSACTIONS

Key Management Compensation

	YEARS ENDED AUGUST 31
	2014		2013		2012
Golden Goliath Resources Ltd.
Management fees	$	120,000	$	120,000	$       120,000
Consulting fees		47,500		60,000	60,000
Wages and benefits		-		-	4,010
Share-based compensation		-		-	465,075
Minera Delta S.A. de C.V.
Wages and benefits		41,520		40,027	38,145
Share-based compensation		-		-	105,598
Total	$	209,020	$	220,027	$       792,928

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)

During the year ended August 31, 2014, the Company paid $17,603 (2013 - $38,037; 2012 - $37,972) 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 $39,091 (2013 - $36,120) due from companies controlled by common directors.

- 80 -

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

16.

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:

		2014	2013		2012
Combined statutory tax rate		26%		27%		27%
Expected income tax recovery	$	(923,000)	$	(863,000)	$	(942,000)
Non-deductible differences and other		9,000		(1,000)		199,000
Deferred income tax expense resulting from change in tax rate		-		(52,000)		126,000
Effect of changes in tax rate		117,000		-		(101,000)
Tax benefits not recognized		797,000		916,000		718,000
Income tax provision	$	-	$	-	$	-

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

	2014		2013
Property and equipment	$	-	$	30,000
Exploration and evaluation assets		493,000		(245,000)
Losses available for future periods		3,245,000		3,142,000
Share issue costs		16,000		30,000
Tax assets not reconized		(3,754,000)		(2,957,000)
Net deferred income tax assets	$	-	$	-

The Company has Canadian and Mexican non-capital losses of approximately $10,731,000 which may be carried forward and applied against taxable income in future years.  The Canadian and Mexican tax losses expire between August 31, 2015 and 2033, and December 31, 2015 and 2024 respectively as follows:

CANADA			MEXICO
			2014	$	405,000
2015	$	362,000	2015		113,000
2026		404,000	2016		183,000
2027		535,000	2017		1,296,000
2028		530,000	2018		434,000
2029		515,000	2019		807,000
2030		667,000	2020		375,000
2031		610,000	2021		1,252,000
2032		699,000	2022		-
2033		536,000	2023		287,000
2034		454,000	2024		267,000
	$	5,312,000		$	5,419,000

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GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

17.

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	Yudit	Total
Balance, August 31, 2012	$ 1,959,203	$              -	$  132,014	$  4,094,935	$    881,200	$      92,857	$     101,943	$          513	$  7,262,665
Incurred during the year
Assaying	25,817	--	--	--	676	--	--	--	26,493
Geology and mapping	2,021	--	215	--	1,600	--	--	--	3,836
Property taxes and passage rights	28,857	10,086	51,323	45	15,554	27,155	7,551	541	141,112
Salaries	26,330	--	--	--	--	1,078	--	--	27,408
Travel	10,598	--	4,418	--	292	574	886	--	16,768
Road construction and site preparation	--	--	908	--	--	--	2,453	--	3,361
Facilities and other	67,672	--	102,163	--	--	20,803	82,842	2,477	275,957
Write down	--	--	--	--	--	(29,244)	--	--	(29,244)
Disposal	--	(10,086)	--	(2,047,491)	--	(109,220)	(8,363)	(3,531)	(2,178,691)
Balance, August 31, 2013	2,120,498	--	291,041	2,047,489	899,322	4,003	187,312	--	5,549,665
Incurred during the year
Assaying	1,760	--	--	--	--	--	49	--	1,809
Geology and mapping	145	--	--	--	--	101	(1,376)	--	(1,130)
Property taxes and passage rights	21,727	10,709	56,546	9,016	28,011	11,423	3,524	--	140,956
Salaries	24,453	--	--	--	--	6,770	--	--	31,223
Travel	5,538	--	--	--	--	984	669	--	7,191
Road construction and site preparation	--	--	--	--	--	--	--	--	--
Facilities and other	37,459	--	670	--	--	34,356	62,658	2,067	137,210
Write down	(2,211,580)	(10,709)	(348,257)	--	--	(57,637)	(252,836)	(2,067)	(2,883,086)
Balance, August 31, 2014	$               --	$             --	$             --	$  2,056,505	$   927,333	$          --	$               --	$          --	$    2,983,838

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GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED AUGUST 31, 2014, 2013 AND 2012

(Expressed in Canadian Dollars)

18.

SUBSEQUENT EVENTS

Subsequent to year end the Company paid $50,000 of it’s employment benefit obligations.

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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:December 30, 2014	By/s/ J. Paul Sorbara____________________________
	J. Paul Sorbara, President/Director

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