Mr. Michel Desjardins reports

GOLDFLARE ANNOUNCES A PROPOSED SHARE CONSOLIDATION ON A 5 FOR 1 BASIS

Goldflare Exploration Inc.'s board of directors has approved a proposed share consolidation on a one-new-for-five-old basis, subject to the approval of a special resolution by the company's shareholders at the upcoming annual and special meeting that will be held on Aug. 21, 2024, and compliance with the TSX Venture Exchange requirements and its approbation.

Indeed, the company's board of directors believes such a consolidation is desirable in order to facilitate raising additional capital in the future. In order to be adopted, the share consolidation resolution must be approved by at least two-thirds of the votes cast by the holders of the shares either present in person or represented by proxy at the meeting.

As at the date hereof, the company has 123,364,533 shares issued and outstanding. If the consolidation were to be implemented as at the date hereof, the company would have approximately 24,672,907 shares outstanding following completion of the consolidation.

Neither the company's name nor its articles of incorporation will be changed as a result of the consolidation.

Furthermore, the company wishes to provide clarification regarding the insider participations in both private placements closed on July 19. Three insiders participated in the common share private placement, subscribing to two million units (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), for a total of $30,000. Two insiders participated in the flow-through share private placement, subscribing to one million units (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), for a total of $20,000.