GGTHF Golden Goliath Resources Ltd (PK)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of:	January 2015
SEC File No.  000-31204
GOLDEN GOLIATH RESOURCES LTD.
(Exact name of registrant as specified in its charter)
675 West Hastings St., #711, Vancouver, British Columbia, Canada  V6B 1N2
(Address of principal executive offices)
1.  Interim Financial Statements for the period ended November 30, 2014. 2.  Management Discussion and Analysis 3.  Certification of CEO 4.  Certification of CFO
Indicate by check mark whether the Registrant files annual reports under cover of Form 20-F or Form 40-F.                       Form 20-F xxx   Form 40-F ___ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                             ___ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                             ___ Indicate by check mark whether the Registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under Securities Exchange Act of 1934.                                                             Yes ___     No xxx

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Golden Goliath Resources Ltd. -- SEC File No. 000-31204 (Registrant)

Date: February 17, 2015	/s/  “J. Paul Sorbara”
	J. Paul Sorbara, President/CEO/Director

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED NOVEMBER 30, 2014  and 2013

(Expressed in Canadian Dollars)

(Unaudited)

NOTICE TO READERS

The attached condensed consolidated interim financial statements for the three months periods ended November 30, 2014 have been prepared by and are the responsibility of the Company’s management and have been approved by the Board of Directors of the Company. The Company’s independent auditor has not performed a review of these interim financial statements.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in Canadian Dollars)

(Unaudited)

				NOVEMBER 30,		AUGUST 31,
				2014		2014 (Audited)
ASSETS
Current Assets
Cash				$	16,074	$	105,407
Marketable securities  (Note 3)					8,500		12,750
Accounts receivable (Note 4)					22,753		23,016
Due from related parties (Note 12)					39,531		39,091
Prepaid expenses					25,737		26,241
Total Current Assets					112,595		206,505
Non-current Assets
Value-added taxes recoverable					98,870		100,074
Exploration and evaluation assets (Notes 5 and 13)					3,318,951		3,318,611
Property and equipment (Note 6)					71,822		77,116
Total Assets				$	3,602,238	$	3,702,306
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities				$	114,160	$	45,280
Due to related parties (Note 12)					65,500		-
Total Current Liabilities					179,660		45,280
Non-current Liabilities
Employment benefit obligations					-		69,339
Total Liabilities					179,660		114,619
EQUITY
Share capital (Note 7)					26,044,652		26,044,652
Share-based payments reserves					2,758,145		2,758,145
Accumulated other comprehensive loss					(74,763)		(70,513)
Deficit					(25,305,456)		(25,144,597)
Total Equity					3,422,578		3,587,687
Total Liabilities And Equity				$	3,602,238	$	3,702,306
Going Concern (Note 1)
These consolidated financial statements were authorized for issue by the Board of Directors on January 29, 2015.  They are signed on behalf of the Company by:
“J. Paul Sorbara”			“Stephen W. Pearce”
Director			Director

See accompanying notes to consolidated financial statements.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

(Expressed in Canadian Dollars)

(Unaudited)

	THREE MONTHS ENDED NOVEMBER 30,
	2014		2013
Expenses
Amortization	$	5,295	$	5,604
Automobile		-		542
Consulting (Note 12)		33,000		16,750
Foreign exchange loss/(gain)		874		(973)
Investor relations		10		6,030
Management fees (Note 12)		30,000		30,000
Office and general		8,703		29,925
Professional fees		-		8,840
Rent and utilities		6,658		9,501
Transfer agent and filing fees		1,196		895
Travel		163		835
Wages and benefits (Note 12)		74,960		57,369
Loss Before Other (Income) Expenses		(160,859)		(165,318)
Other Income
Other income		-		5,268
Interest Income		-		2,284
Net Loss For Period		(160,859)		(157,766)
Other Comprehensive Loss
Unrealized loss on marketable securities		(4,250)		(31,875)
Comprehensive Loss For The Period	$	(165,109)	$	(189,641)
Loss Per Share – Basic and Diluted	$	(0.01)	$	(0.01)
Weighted Average Number Of Shares Outstanding – Basic and diluted		106,660,889		106,660,889

See accompanying notes to consolidated financial statements.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Expressed in Canadian Dollars)

(Unaudited)

	COMMON SHARES				SHARE-BASED PAYMENTS RESERVE		ACCUMULATED OTHER
	WITHOUT PAR VALUE
	SHARES	AMOUNT					COMPREHENSIVE INCOME(LOSS)			DEFICIT			TOTAL EQUITY
Balance, August 31, 2013	106,660,889		26,044,652			2,758,145			(34,388)			(21,596,079)			7,172,330
Other comprehensive income	-		-			-			(36,125)			-			(36,125)
Net loss for the year	-		-			-			-			(3,548,518)			(3,548,518)
Balance, August 31, 2014	106,660,889		26,044,652			2,758,145			(70,513)			(25,144,597)			3,587,687
Other comprehensive loss	-		-			-			(4,250)			-			(4,250)
Net loss for the period	-		-			-			-			(160,859)			(160,859)
Balance, November 30, 2014	106,660,889	$	26,044,652	$		2,758,145		$	(74,763)		$	(25,305,456)		$	3,422,578

See accompanying notes to consolidated financial statements.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in Canadian Dollars)

(Unaudited)

	THREE MONTHS NOVEMBER 30,
	2014		2013
Operating Activities
Net loss for the year	$	(160,859)	$	(157,766)
Adjustments to reconcile loss to net cash used in operating activities:
Amortization		5,295		5,604
Interest income		-		(2,284)
Change in non-cash operating assets and liabilities:
Accounts receivable and VAT recoverable		1,467		(4,924)
Accounts due from related parties		(440)		-
Prepaid expenses		504		(4,431)
Accounts payable and accrued liabilities		68,880		(5,063)
Accounts due to related parties		65,500		-
Employment benefit obligation		(69,339)		-
Cash Used In Operating Activities		(88,992)		(168,864)
Investing Activities
Expenditures on mineral properties		(341)		(50,348)
Proceeds from redemption of short term investments		-		220,000
Purchase of property and equipment		-		(2,556)
Interest income		-		2,284
Cash Provided By (Used In) Investing Activities		(341)		169,380
(Decrease) Increase In Cash During the Period		(89,333)		516
Cash, Beginning Of Period		105,407		297,429
Cash, End Of Period	$	16,074	$	297,945

See accompanying notes to consolidated financial statements.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

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 interim 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 interim 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 periods presented.

b)

Basis of Preparation

These consolidated interim financial statements have been prepared on a historical cost basis except for financial instruments that have been measured at fair value. These consolidated interim 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.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

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 balance sheet 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 these consolidated interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. The consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and may affect both the period of revision and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Intangible Exploration and Evaluation Assets

Management is required to assess impairment in respect of intangible exploration and evaluation assets.  Note 13 discloses the carrying value of such assets.  The triggering events for exploration and evaluation assets are defined in IFRS 6 Exploration and evaluation of mineral resources and are as follows:

·

the period for which the entity has the right to explore in the specific area has expired during the period or will expire in the near future;

·

substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;

·

exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources, and the entity has decided to discontinue such activities in the specific area;

·

sufficient data exists to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

2.

BASIS OF PRESENTATION (Continued)

d)

Significant Accounting Judgments and Estimates (Continued)

Intangible Exploration and Evaluation Assets (Continued)

In making the assessment, management is required to make judgments on the status of each project and the future plans towards finding commercial reserves.  The nature of exploration and evaluation activity is such that only a proportion of projects are ultimately successful and some assets are likely to become impaired in future periods.

Management’s assumption that there are currently no decommissioning liabilities is based on the facts and circumstances that exist during the period.

3.

MARKETABLE SECURITIES

Marketable securities consist of 425,000 (August 31, 2014 – 425,000) common shares of Comstock Metals Ltd. with a fair value of $8,500 (August 31, 2014 - $12,750).

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.

4.

ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:

		November 30,	August 31,
		2014	2014
	Sales taxes recoverable	$       1,626	$      1,765
	Other receivable	21,127	21,251
		$     22,753	$    23,016

5.

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 November 30, 2014 are as follows:

	San Timoteo, Oro Leon, Nueva Union, La Reforma	$	69,257
	Oteros, La Esperanza, La Hermosa		-
	Bufalo, La Barranca		-
	Los Hilos, Las Bolas, El Manto, Don Lazaro, La Verde		187,123
	Nopalera, Flor de Trigo		78,393
	Corona, Beck, El Chamizal, El Canario, La Cruz		-
	Las Trojas, La Gloria, Todos los Santos, Los Cantiles		-
		$	334,773

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

5.

EXPLORATION AND EVALUATION ASSETS (Continued)

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

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

The Company has received notice from Comstock that it has spent in excess of $1,000,000 at Corona and effective April 9, 2013 the Company and Comstock entered into a joint venture agreement to further explore the property whereby Comstock shall act as the operator. The Company is responsible for 40% of all exploration costs going forward.

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, mainly related to the Company’s Las Bolas/Los Hilos Property.  A number of smaller claims were written off which the Company will continue to hold but which are not viewed as priorities and management does not currently intend to conduct any exploration activities on these non core claims in the next year.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

6.

PROPERTY AND EQUIPMENT

	COST	EQUIPMENT		VEHICLES		LAND		TOTAL
	Balance August 31, 2013	$	154,768	$	101,610	$	18,917	$	275,295
	Additions		2,557		-		-		2,557
	Disposal		-		(10,795)		-		(10,795)
	Balance August 31, 2014		157,325		90,815		18,917		267,057
	Balance November 30, 2014	$	157,325	$	90,815	$	18,917	$	267,057

	ACCUMULATED AMORTIZATION	EQUIPMENT		VEHICLES		LAND		TOTAL
	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
	Amortization		4,645		650		-		5,295
	Balance November 30, 2014	$	120,890	$	74,345	$	-	$	195,235

	CARRYING AMOUNTS
	As at August 31, 2014	$	41,080	$	17,120	$	18,917	$	77,117
	As at November 30, 2014	$	36,435	$	16,470	$	18,917	$	71,822

7.

SHARE CAPITAL AND RESERVES

Authorized

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

  

Issued and Fully Paid

As at November 30, 2014, the Company had 106,660,889 (August 31, 2014 – 106,660,889) common shares issued and fully paid.

Warrants

As at November 30, 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.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

7.

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, 2013	8,190,000	0.23
	Cancelled	(815,000)	0.25
	Expired	(625,000)	0.10
	Balance, August 31, 2014 and November 30, 2014	6,750,000	$  0.24

The weighted average remaining contractual life of options outstanding at November 30, 2014 was 1.73 years (August 31, 2014 – 1.98 years).

Nature and Purpose of Reserves

The reserves recorded in equity on the Company’s Statements of Financial Position is comprised of ‘Share-based Payment Reserves’ 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.

8.

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 November 30, 2014 the Company had a total of 6,750,000 (August 31, 2014 6,750,000)  stock options outstanding.  As of November 30, 2014 the Company also had a total of 11,988,888 warrants outstanding out 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.

		THREE MONTH ENDED NOVEMBER 30,
		2014		2013
	Basic weighted average common shares		106,660,889		106,660,889

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

9.

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
	November 30, 2014
	Current assets	$	89,700	$	22,895	$	112,595
	Equipment	$	18,271	$	53,551	$	71,822
	Exploration and evaluation assets	$	-	$	3,318,951	$	3,318,951
	VAT Recoverable	$	-	$	98,870	$	98,870
	Total assets	$	107,971	$	3,494,267	$	3,602,238
	Accounts payable and accrued liabilities	$	43,202	$	56,422		99,624
	Net loss and comprehensive loss	$	122,887	$	42,222	$	165,109
	August 31, 2014
	Current assets	$	184,869	$	21,636	$	206,505
	Equipment	$	21,771	$	55,345	$	77,116
	Exploration and evaluation assets	$	-	$	3,318,611	$	3,318,611
	VAT 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	$	-	$	62,339	$	69,339
	Interest income	$	4,149	$	7	$	4,156
	Net loss and comprehensive loss	$	-	$	-	$	3,548,518

10.

FINANCIAL INSTRUMENTS

As at November 30, 2014 and August 31, 2014, the carrying value of the Company’s financial instruments approximates their fair value. Cash and cash equivalents 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:

 

			November 30, 2014				AUGUST 31, 2014
		LEVEL	CARRYING VALUE		FAIR VALUE		CARRYING VALUE		FAIR VALUE
	Held for Trading
	Cash	1	$	16,074	$	16,074	$	105,407	$	105,407
	Available for sale
	Marketable Securities	1	$	8,500	$	8,500	$	12,750	$	12,750
	Loans and receivables
	Accounts receivable	2	$	22,753	$	22,753	$	23,016	$	23,016
	Due from related parties	2	$	39,531	$	39,531	$	39,091	$	39,091
	Other Financial Liabilities
	Accounts payable and accrued liabilities	2	$	114,160	$	116,160	$	45,280	$	45,280
	Due from related parties	2	$	65,500	$	65,500	$	-	$	-
	Employee benefits obligations	2	$	-	$	-	$	69,339	$	69,339

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

10.

FINANCIAL INSTRUMENTS (continued)

There have been no transfers between levels 1 and 2, or transfers in or out of level 3 for the period ended November 30, 2014 and the year ended August 31, 2014.

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:

		November 30, 2014		August 31, 2014
	Cash	$	16,074	$	105,407
	Short term investments	$	-	$	-
	Marketable securities	$	8,500	$	12,750
	Accounts receivable	$	22,753	$	23,016
	Due from related parties	$	39,531	$	39,091
	VAT recoverable	$	98,870	$	100,074

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 not sufficient capital in order to meet short term business requirements, after taking into account the Company’s holdings of cash.

As of November 30, 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 $16,074 (August 31, 2014 - $105,407), highly liquid investments of $nil (August 31, 2014 - nil) and total liabilities of $179,660 (August 31, 2014 - $109,498). Accounts payable and accrued liabilities of $179,660 (August 31, 2013 $45,280) 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 shareholders’ equity.  The Company has not entered into any agreements or purchased any instruments to hedge possible currency risks.

      

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

10.

FINANCIAL INSTRUMENTS (continued)

Foreign Currency Risk (Continued)

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

		NOVEMBER 30, 2014		AUGUST 31, 2014
	U.S. Dollars
	Financial assets	$	-	$	12
	Financial Liabilities	$	3,000	$	-
	Mexican Pesos
	Financial assets	$	54,897	$	160,070
	Financial Liabilities	$	5,824	$	179,918

Based on the above net exposures as at November 30, 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 $403 in the loss from operations.  Based on the above net exposures as at November 30, 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 $343 in the loss from operations.

Interest Rate Risk

As at November 30, 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.

11.

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.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

11.

CAPITAL DISCLOSURES (continued)

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.

The Company considers the items included on the balance sheet in shareholders’ 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.

12.

RELATED PARTY BALANCES AND TRANSACTIONS

Key Management Compensation

		THREE MONTH ENDED
		NOVEMBER 30
		2014		2013
	Golden Goliath Resources Ltd.
	Management fees	$	30,000	$	30,000
	Consulting fees		30,000		15,000
	Minera Delta S.A. de C.V.
	Wages and benefits		2,574		10,050
	Total	$	62,574	$	55,050

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

Other Related Party Transactions

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

a)

Due from related parties consists of $39,531 (August 31, 2014 - $35,091) due from companies controlled by common directors.

b)

Due to related parties consists of $65,500 (August 31, 2014 - $nil) due to directors and companies controlled by common directors.

GOLDEN GOLIATH RESOURCES LTD.

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED NOVEMBER 30, 2014 AND 2013

(Expressed in Canadian Dollars)

(Unaudited)

13.  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, 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
Incurred during the period
Geology and mapping	--	--	--	340	--	--	--	--	340
Balance, November 30, 2014	$               --	$             --	$              --	$  2,056,845	$   927,333	$          --	$            --	$          --	$    2,984,178

Management Discussion and Analysis

For

Golden Goliath Resources Ltd.

For the Quarter ending November 30, 2014

The following management discussion and analysis has been prepared as of January 29, 2015.  The selected financial information set out below and certain comments which follow are based on and derived from the management prepared condensed interim consolidated financial statements of Golden Goliath Resources Ltd. (the “Company” or “Golden Goliath”) for the first quarter ended November 30, 2014 and should be read in conjunction with them.  

Forward Looking Information

Certain statements contained in the following Management’s Discussion and Analysis constitutes forward looking statements.  Such forward looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from actual future results and achievements expressed or implied by such forward looking statements.  Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statements were made.  Readers are also advised to consider such forward looking statements while considering the risks set forth below.

General

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

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

Overall Performance

During the quarter ended November 30, 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 quarter ended November 30, 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.

Results of Operation

For the quarter ended November 30, 2014, the Company incurred a comprehensive loss $165,109 compared to $189,641 in the prior year and a comprehensive loss of $3,028,817 in the fourth quarter of the last fiscal 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 in the fourth quarter last year and nil in the first quarter of this 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 quarter were $33,000 in the past quarter compared to $6,750 in the prior year as director fees were accrued for the quarter.  The Board believed director fees were appropriate due to their efforts and increased work load.  

·

In 2013 there was an unrealized loss on marketable securities of $31,875 compared to $4,250 in the past quarter from shares received as consideration for a property option agreement.

·

Wages and benefits increased $17,591 for 2014 compared to the prior year due to several paid to the remaining workers in Mexico.

As of November 30, 2014, deferred mineral property exploration costs totalled $3,318,951 compared to $3,318,611 at August 31, 2014.  During the quarter, the Company incurred a total of $340 in exploration expenditures.  

Summary of Quarterly Results

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

Quarter Ending	Revenue	Comprehensive Loss	Net Loss per Share
November 30, 2014	Nil	165,109	0.00
August 31, 2014	4,982	3,028,817	0.03
May 31, 2014	1,996	152,431	0.00
February 28, 2014	2,367	213,754	0.00
November 30, 2013	7,552	189,641	0.00
August 31, 2013	3,289	2,372,282	0.02
May 31, 2013	3,276	172,806	0.00
February 28, 2013	1,202	261,189	0.01

NOTE:  The revenue relates to interest earned or option payments received consisting of cash and shares. There were no discontinued operations or extraordinary items on the Company’s financial statements during the above mentioned periods.  The large increase in comprehensive losses in the fourth quarters ended August 31, 2013 and 2014 were a result of property write downs during those quarters of $2,178,691 and $2,883,086, respectively.

Liquidity and Capital Resources

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

The Company had working capital (deficit) of ($67,065) at August 31, 2014 compared to of $161,225 at August 31, 2014.  The Company’s cash and short-term investment position at November 30, 2014 was $16,074.

In the third quarter of 2013, the Company closed a private placement for $1,300,000.  The financing consisted of 14,444,444 units being issued at a price of $0.09 per unit.  Each unit consisted of one share and three-quarters of one share purchase warrant.  Each whole warrant is exercisable at $0.12 for a period of three years.  In addition, the Company issued 1,155,555 finder’s warrants exercisable at $0.09 for three years.

Capital Resources

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

Transactions with Related Parties

Key Management Compensation

	THREE MONTHS ENDED
	NOVEMBER 30,
	2014		2013
Golden Goliath Resources Ltd.
Management fees	$	30,000	$	30,000
Consulting fees		30,000		15,000
Minera Delta S.A. de C.V.
Wages and benefits		2,574		10,050
Total	$	62,574	$	55,050

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

Other Related Party Transactions

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

a)

Due from related parties consists of $39,531 (August 31, 2014 - $35,091) due from companies controlled by common directors.

b)

Due to related parties consists of $65,500 (August 31, 2014 - $Nil) due to directors and companies controlled by common directors.

Critical Accounting Estimates

Exploration and Evaluation Assets

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

Exploration and evaluation assets are assessed for impairment if (i) sufficient data exists to determine technical feasibility and commercial viability, and (ii) facts and circumstances suggest that the carrying amount exceeds the recoverable amount.

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

Recoverability of the carrying amount of any exploration and evaluation assets is dependent on successful development and commercial exploitation, or alternatively, sale of the respective areas of interest.

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

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

Changes in Accounting Policy

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

Financial Instruments and Other Instruments

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

Outstanding Share Data

The authorized share capital consists of an unlimited number of common shares.  As of November 30, 2014 and the date hereof, an aggregate of 106,660,889 common shares were issued and outstanding.  

The Company has 10,833,333 share purchase warrants exercisable at $0.12 and 1,155,555 finder’s warrants exercisable at $0.09 outstanding as of November 30, 2014 and the date hereof.

As of November 30, 2014, the Company had 6,750,000 incentive stock options outstanding with a weighted average remaining contractual life of 1.73 years at a weighted average exercise price of $0.24.  

Disclosure Controls and Procedures

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

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

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

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, J. Paul Sorbara, Chief Executive Officer of Golden Goliath Resources Ltd., certify the following:

1.  Review: I have reviewed the interim financial report and interim MD&A (together the interim filings) of Golden Goliath Resources Ltd. (the issuer) for the interim period ended November 30, 2014.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.  Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as for the date of and for the periods presented in the interim filings.

Date: January 29, 2015

”J. Paul Sorbara”

______________________
Chief Executive Officer

 NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Stephen Pearce, Chief Financial Officer of Golden Goliath Resources Ltd., certify the following:

1.  Review: I have reviewed the interim financial report and interim MD&A (together the interim filings) of Golden Goliath Resources Ltd. (the issuer) for the interim period ended November 30, 2014.

2.  No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3.  Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: January 29, 2015

”Stephen Pearce”

______________________
Chief Financial Officer

 NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation