Goldflare Announces a Proposed Share Consolidation on a 5 for 1 Basis

PIEDMONT, July 24, 2024 - Goldflare Exploration Inc. (TSXV:GOFL) ("Goldflare" or "the Company") announces that its board of directors has approved a proposed share consolidation on a 5 to 1 basis (the "Consolidation"), subject to the approval of a special resolution (the "Share Consolidation Resolution") by the Company's shareholders at the upcoming annual and special meeting that will be held on August 21, 2024 (the "Meeting"), compliance with the TSXV 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 (2/3) 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 19th. Three insiders participated in the common share private placement, subscribing to 2,000,000 units (1 unit = one (1) common share at a price of $0.015 + one (1) warrant allowing the holder to acquire one common share at a price of $0.05 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 1,000,000 units (1 unit = one (1) flow-through share at a price of $0.02 + one (1) warrant 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), for a total of $20,000.

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SOURCE: Goldflare Exploration Inc.