Goldflare Exploration Inc. — Proxy Solicitation & Information Statement 2025

Dec 10, 2025

GOLDFLARE

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders (the "Meeting") of Goldflare Exploration Inc. ("Goldflare" or the "Corporation") will be held solely by means of remote communication on Friday, March 6, 2026 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, 2025, 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 reapprove the 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.

REGISTRATION AND LOG IN PROCESS

To attend the Meeting, please use the link:

https://teams.microsoft.com/l/meetup-join/19%3ameeting_OWI0YTAyYWUtYzUyMC00NWY3LTg2YTMIZWI5NzExZjMxNDQ2%40thread.v2/0?context=%7b%22Tid%22%3a%2299f67b9e-384b-4bf5-b5ef-d929b5f12589%22%2c%22Oid%22%3a%224729d626-4b76-416f-93b2-0c53fae1ebe3%22%7d

To ensure a smooth process, Goldflare is asking registered participants to log into by 9:45 a.m. (Eastern time) on March 6, 2026.

Registered shareholders and duly appointed proxyholders will be asked to identify themselves before the beginning of the Meeting.

Piedmont (Quebec), December 9, 2025

BY ORDER OF THE BOARD OF DIRECTORS,

(signed) Michel Desjardins
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.