Mr. Michel Desjardins reports

GOLDFLARE ANNOUNCES A NEW PRIVATE PLACEMENT OFFERING OF COMMON SHARES

Goldflare Exploration Inc. has arranged a new private placement offering presented to eligible investors at a price of 4.5 cents per unit (one unit equals one common share at a price of 4.5 cents per share plus one warrant allowing the holder to acquire one common share at a price of seven cents per share for a period of 12 months following the closing of the placement). The anticipated gross proceeds of the offering are expected to be $504,000 or 11.2 million units.

Closing is expected on Feb. 24, 2025, or before. This private placement is subject to the finalization of formal documentation and regulatory approvals and conditional on the approval of the TSX Venture Exchange.

The securities to be issued as part of the financing will be subject to a minimum holding period of four months plus one day following the closing date.

The proceeds from this common stock offering will be used to finance the company's current operations and working capital needs.

Furthermore, the company wishes to confirm that all of its previous placements (see press release dated Jan. 6, 2025) are closed.