Mr. Ghislain Morin reports

GOLDFLARE ANNOUNCES THE CLOSING OF A PRIVATE PLACEMENT

Goldflare Exploration Inc. has closed a private placement offering presented to eligible investors, at a price of 21 cents per unit (one unit equal to two common shares at a price of 2.5 cents each plus four flow-through shares at a price of four cents each plus six warrants (one per share) allowing the holder to acquire one common share at a price of five cents per share, for a period of 12 months following the closing of the placement). The offering totals 1,102,858 common shares, 2,205,716 flow-through shares and a total of 3,308,574 warrants.

No insider participated in this placement and $4,536 intermediary fees were engaged.

All the securities issued are subject to a minimum holding period of four months plus one day, and the offering is subject to final approval from the TSX Venture Exchange.

The proceeds of the flow-through share offering will be used to finance Canadian exploration expenses (CEE) (within the meaning of the Canadian Income Tax Act) on mining claims of the company located in Quebec, mainly on its Goldfields property. Thus, the company will agree to waive these exploration expenses in Canada, in favour of investors participating in the placement, with an effective date of no later than Dec. 31, 2023.

The common shares placements proceeds will be used to finance the company's current operations and working capital needs.