Goldflare Announces a New Private Placement Offering

PIEDMONT - Goldflare Exploration Inc. (TSXV:GOFL) ('Goldflare' or 'the Company') announces a new private placement offering (the 'Placement') presented to eligible investors, at a price of $0.21 per unit (1 unit = 2 common shares at a price of $0.025 each + 4 Flow-Through shares at a price of $0.04 each + 6 warrants (1 per share) allowing the holder to acquire one common share at a price of $0.05 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 $500,000 or 2,380,952 units (14,285,712 shares in total).

Closing is expected on November 30, 2023. This private placement is subject to the finalization of formal documentation, 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 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 favor of investors participating in the Placement, with an effective date of no later than December 31, 2023.

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

Contact:

Ghislain Morin

Tel: [phone]

Email: [e-mail]

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