Goldflare Exploration Inc. — Proxy Solicitation & Information Statement 2023

Aug 7, 2023

GOLDFLARE

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual and Special Meeting of shareholders of Goldflare Exploration Inc. (the "Corporation") will be held via a virtual meeting (shareholders must use this link to register in order to receive their personal access to the meeting: https://us06web.zoom.us/meeting/register/tZEsd--hqTkrGdePdzvDbZQAtbG-FtrrnlYJ on August 31, 2023, at 10:00 a.m. (Eastern time), for the following purposes:

1. To present to shareholders the financial statements of the Corporation for the year ended February 28, 2023, as well as the related auditor's report.
2. To elect the directors of the Corporation
3. To appoint the auditor of the Corporation and authorize the Board of Directors to fix its remuneration.
4. To consider and, if deemed advisable, adopt an ordinary resolution to approve a "rolling" stock option plan, as more fully described in the accompanying Management Proxy Circular.
5. To transact such other business that may properly come before the Meeting.

The attached management proxy circular includes supplementary information on the matters to be dealt with at the Meeting and, as such, is an integral part of this Notice.

Piedmont (Quebec), July 28, 2023

BY ORDER OF THE BOARD OF DIRECTORS,

(signed) Ghislain Morin President and CEO

Since it is desirable that as many shares as possible be represented and voted at the Meeting, we urge any shareholder who is unable to attend the Meeting in person to complete and return the enclosed proxy form in accordance with the instructions contained therein.