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GOT.V ·

Goliath Announces Warrant Extension

Share Capital & Compensation

GOLIATH ANNOUNCES WARRANT EXTENSION

Toronto, Ontario – February 28 , 2023 – Goliath Resources Limited (TSX -V: GOT)

(OTCQB: GOTRF) (Frankfurt: B4I F) ( the “Company” or “Goliath”) announces that the

Company intends to extend the exercise period of a total of 4,189,136 share purchase warrants, all

of which are exercisable at $0.86 per common share (collectively, the "Warrants"). The Warrants

were issued pursuant to a private placement which closed on March 8, 2021 (see March 9, 2021

news release) . The Company propos es to extend the expiry dates for these Warrants by an

additional six months and accordingly, the new expiry dates for the Warrants will be September

5, 2023.

All other terms and conditions of the Warrants remain unchanged. The Warrant extension is

subject to acceptance by the TSX Venture Exchange.

About Goliath Resources Limited

Goliath Resources Limited is an explorer of precious metals in the prolific Golden Triangle of

northwestern British Columbia and Abitibi Greenstone Belt of Quebec. All its projects are in world

class geological settings and geopolitical safe jurisdictions amenable to mining in Canada. The

new high-grade gold-silver Surebet discovery at its 100% controlled Golddigger Property located

in the Golden Triangle, British Columbia is its flagship project.

For more information please contact:

Goliath Resources Limited

Mr. Roger Rosmus

President and Chief Executive Officer

Tel: +1.416.488.2887

[email protected]

www.goliathresourcesltd.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined

in the policies of the TSX Venture Exchange), nor the OTCQB Venture Market accepts

responsibility for the adequacy or accuracy of this release.

Certain statements contained in this press release constitute forward-looking information. These statements

relate to future events or future performance. The use of any of the words "could", "intend", "expect",

"believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that

are not historical facts are intended to identify forward -looking information and are based on Goliath’s

current belief or assumptions as to the outcome and timing of such future events. Actual future results may

differ materially. In particular, this release contains forward-looking information relating to, among other

things, the acceptance of the extension to the term of the warrants by the TSX Venture Exchang e. Various

assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections

set out in forward-looking information. Those assumptions and factors are based on information currently

available to Goliath. Although such statements are based on management's reasonable assumptions, there

can be no assurance that the proposed transactions will occur, or that if the proposed transactions do

occur, will be completed on the terms described above.

The forward-looking information contained in this release is made as of the date hereof and Goliath is not

obligated to update or revise any forward -looking information, whether as a result of new information,

future events or otherwise, except as required by applicable securities laws. Because of the risks,

uncertainties and assumptions contained herein, investors should not place undue reliance on forward -

looking information. The foregoing statements expressly qualify any forward -looking information

contained herein.

This announcement does not constitute an offer, invitation, or recommendation to subscribe for or purchase

any securities and neither this announcement nor anything contained in it shall form the basis of any

contract or commitment. In particular, this announcement does not constitute an offer to sel l, or a

solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an

offer would be illegal.

The securities referred to herein have not been and will not be will not be registered under the United States

Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be

offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in

Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable

state securities laws or an exemption from such registration is available.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.

NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES

DESCRIBED HEREIN.