Mr. Michel Desjardins reports

GOLDFLARE ANNOUNCES THE CLOSING OF TWO PRIVATE PLACEMENTS

Goldflare Exploration Inc. has closed two private offerings:

• Common share private placement of $70,000 offered to eligible investors at a price of 1.5 cents per unit (one unit equal to one common share at a price of 1.5 cents plus one warrant, allowing the holder to acquire one common share at a price of five cents per share, for a period of 36 months following the closing of the placement). The issue totals 4,666,668 common shares. No finders' fees were incurred and three insiders participated in the offering;
• Flow-through private placement of $112,000 offered to eligible investors at a price of two cents per unit (one unit equal to one flow-through share at a price of two cents plus one warrant, 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 issue totals 5.6 million flow-through shares. Finders' fees of $2,820 were incurred for the financing. Two insiders participated in the offering.

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

Seeing this as a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the company intends to rely on exemptions from the formal valuation and minority approval requirements, as neither the fair market value of the securities being issued to insiders, nor the consideration being paid by such insiders, exceeds 25 per cent of the company's market capitalization.

The flow-through share placement proceeds will be used to finance Canadian exploration expenses (CEEs) (within the meaning of the Income Tax Act (Canada)) on Goldflare's mining claims located in Quebec. The company will therefore agree to renounce these exploration expenditures in Canada with an effective date no later than Dec. 31, 2024. The common share placement proceeds will be used to finance the company's current operations and working capital needs.