Announcement • Jul 15

Minera Granite, S.A. de C.V. terminated the acquisition of Goldflare Exploration Inc. (TSXV:GOFL) in a reverse merger transaction.

Minera Granite, S.A. de C.V. entered into a non-binding letter of intent to acquire Goldflare Exploration Inc. (TSXV:GOFL) for CAD 2.4 million in a reverse merger transaction on June 16, 2026. As consideration for the acquisition, Goldflare will issue 16,000,000 common shares of Goldflare on a post-Consolidation basis to Quitovac. In addition, Quitovac will be entitled to receive up to 4,000,000 additional common shares of Goldflare on a post-Consolidation basis, upon the occurrence, within 9 years from the closing date of the proposed transaction,), of either: (i) delivery of a technical report prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) confirming a mineral resource estimate of at least 500,000 ounces of gold in the inferred mineral resources category; or (ii) the sale of Goldflare, Granite, or the Project to a third-party arm's length purchaser. The consideration and bonus shares may be subject to applicable regulatory hold periods and exchange escrow requirements. Additionally, 3,080,000 consideration shares will be held in voluntary escrow until Granite obtains the required Mexican operating permits. The letter of intent also includes a mutual exclusivity period through July 31, 2026, during which the parties may not pursue alternative transactions. It is expected that upon completion of the Proposed Transaction, the Resulting Issuer, will be renamed to a name mutually agreeable to Goldflare and Quitovac, currently anticipated to be “Minera Granite Corp.” and will continue to be listed as a Tier 2 Mining Issuer on the Exchange. Upon Closing, Mark Isaacs, the current manager of Quitovac, will be appointed President and Chief Executive Officer of Goldflare. The Board of Directors of Goldflare will be reconstituted to comprise five (5) directors, of whom two (2) will be among the current directors of Goldflare and three (3) will be designated by Quitovac. Completion of the Proposed Transaction is subject to several conditions, including approval by Goldflare shareholders of the proposed transaction and share consolidation, definitive agreement, completion of the concurrent financing, receipt of a NI 43-101 compliant technical report on the Project satisfactory to the TSX Venture Exchange, receipt of the required audited and unaudited financial statements of Granite and the Project, satisfactory completion of legal, technical, financial, and tax due diligence by both parties, the absence of any material adverse change affecting Goldflare, Granite, or the Project, and the receipt of all necessary regulatory, exchange, shareholder, and other required approvals, consents, and waivers. Minera Granite, S.A. de C.V. terminated the acquisition of Goldflare Exploration Inc. (TSXV:GOFL) in a reverse merger transaction on July 13, 2026. Quitovac has unilaterally decided not to proceed with the proposed reverse takeover transaction.

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Minera Granite, S.A. de C.V. terminated the acquisition of Goldflare Exploration Inc. (TSXV:GOFL) in a reverse merger transaction.

Minera Granite, S.A. de C.V. entered into a non-binding letter of intent to acquire Goldflare Exploration Inc. (TSXV:GOFL) for CAD 2.4 million in a reverse merger transaction.

Goldflare Exploration Inc., Annual General Meeting, Mar 06, 2026

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