OBJECTIVE AND SCOPE

Golden Goliath Resources Ltd.’s reputation and success is due largely to the integrity and competence of people who conduct the business. The Code of Conduct Business Conduct and Ethics applies to every director, officer, employee and other representative of Golden Goliath Resources Ltd and its direct and indirect subsidiaries (collectively the “Company”). It is against this background that the Company is committed to maintaining a workplace in which the Company can receive, retain and address concerns regarding any business conduct matters, including procurement, contracting, accounting, internal accounting controls or auditing. This policy has been established to encourage employees, officers and directors of the Company to raise such concerns on a confidential basis, anonymously or otherwise, free from recrimination, discrimination, retaliation or harassment.

METHOD OF REPORTING

The Audit Committee of the Board of Directors of the Company. is responsible for administering this policy. The majority Audit Committee is totally independent of management and has chosen to become involved in the administration of this policy and to receive and review submissions made under this policy. Issues and concerns may be reported confidentially in person or anonymously in any manner, including e-mail, regular mail or phone to any member of the Audit Committee.

Submissions may be made by:

– E-mail to any member of the audit committee or “Private and Confidential” marked mail to any member of the Audit Committee at the following:

    • Stephen  Pearce, Suite #910 – 688 West Hastings Street Vancouver, BC   V6B-1P1, Canada
       tel: (604) 685-2222, email: spearce@gtmail.net

    • Edward Sorbara, 800 – 3700 Steeles Avenue West, Vaughan, Ontario, L4L 8M9,
       tel: (905) 850-6154, email: esorbara@sorbaragroup.com

   

CONFIDENTIALITY

A reporting director, officer or employee may disclose his or her identity, but is not required to do so. Confidentiality of the reporting person will be maintained to the fullest extent possible consistent with the need to conduct an adequate investigation. Any system established for exchanging information with a complainant shall be designed to maintain anonymity.

NON-RECRIMINATION RETALIATION

No director, officer or employee who in good faith submits a report under this policy should be concerned about possible recriminations, suffer retaliation, harassment or an adverse employment consequence as result of such submission. An employee who retaliates against a person who has reported a violation in good faith will be subject to discipline up to and including dismissal.

RECEIVING AND INVESTIGATING REPORTS

If you provide contact information that member of the Audit Committee will acknowledge receipt of the reported or suspected violation within ten business days.

All complaints will be investigated promptly. That ,member of the Audit Committee will inform the other members of the Audit Committee, if appropriate, in summary form or otherwise, of any complaint received. The investigation and evaluation of any complaint shall be conducted by the Audit Committee.

Following investigation and evaluation of a complaint, that member of the Audit Committee will report to the Audit Committee and then to the Board on proposed remedial action and any disciplinary action. The action determined by the Audit Committee to be appropriate under the circumstances will then be brought to the Board of Directors of the Company or to the appropriate member(s) of senior management for authorization or implementation, respectively.

RETENTION OF REPORTS

The Audit Committee will retain Records of Complaints submitted under this policy, tracking their receipt, investigation and resolution, for a period of time in compliance with applicable laws and any Company document retention policies. Records of Complaints shall be retained as a separate part of the records of the Audit Committee and will be subject to safeguards that ensure their confidentiality, and, when applicable, the anonymity of the person making the submission.