en.Wedoany.com Reported - Goldflare Exploration Inc. (TSX Venture Exchange: GOFL) announced that it has entered into a non-binding letter of intent dated June 16, 2026, with Quitovac Gold Holdings, LLC and Minera Granite, S.A. de C.V., proposing to acquire all issued and outstanding shares of Granite. Upon completion of the transaction, Goldflare will indirectly hold a 100% interest in the Quitovac Gold Project located in Sonora, Mexico. The transaction is considered a reverse takeover and is being negotiated on an arm's length basis among the parties.
Quitovac Gold Holdings, LLC is a privately held limited liability company formed under the laws of Nevada in April 2026, headquartered in Texas. Granite is its wholly owned subsidiary, incorporated under the laws of Mexico in November 2020. Upon closing of the proposed transaction, Granite will become the registered and legal owner of the Quitovac Gold Project.
The Quitovac Gold Project comprises 11 mineral claims totaling 592 hectares (approximately 1,480 acres or 2 square miles), located in northwestern Sonora, Mexico. The transaction includes the right to acquire an additional 2,000 hectares of surrounding land, which would expand the project area to approximately 9 square miles. The geological setting is a structurally complex thrust fault zone with Precambrian gneiss allochthonous nappes containing quartz veinlet-disseminated oxide mineralization. Similar but smaller-scale quartz veins also occur in the footwall unit of the thrust fault (Jurassic schist-volcanic unit).
The project is located approximately 30 kilometers north of the Herradura Gold Mine operated by Fresnillo PLC, and about 45 kilometers south of the international border with Arizona, USA. A Mexican state-level paved road is less than 3 kilometers from the project site, a transmission line maintained by the Federal Electricity Commission is within 1 kilometer, and year-round water supply is available.
Under the key terms of the letter of intent, prior to the closing of the proposed transaction and concurrent financing, Goldflare will consolidate its issued and outstanding common shares on a 4-to-1 basis. As consideration for the acquisition, Goldflare will issue 16,000,000 common shares (post-consolidation) to the sellers. The sellers (or certain of their members) are entitled to receive up to an additional 4,000,000 common shares (post-consolidation) within 9 years from the closing date upon the occurrence of either: the filing of a technical report compliant with National Instrument 43-101 confirming a mineral resource estimate of at least 500,000 ounces of gold in the inferred mineral resource category; or the sale of Goldflare, Granite, or the project to a third-party arm's length buyer.
Conditions to closing include: the sellers completing an equity financing of no less than C$900,000 prior to signing the definitive agreement; and Goldflare completing a concurrent equity financing for gross proceeds of approximately C$4,000,000 on a post-consolidation basis. Upon closing, Mark Isaacs, current manager of Quitovac, will be appointed President and CEO of Goldflare, and the Goldflare board will be reconstituted to five directors, with two from the current Goldflare board and three designated by the sellers. The consideration shares and bonus shares may be subject to a four-month-and-one-day regulatory hold period and escrow requirements as required by the Exchange, with 3,080,000 consideration shares to be released from voluntary escrow upon Granite obtaining Mexican operating permits.
Goldflare shareholders will approve the consolidation and proposed transaction at a special meeting. The definitive agreement will be negotiated in the form of a share purchase agreement, and a comprehensive news release will be issued disclosing full details. Goldflare common shares have been halted due to the proposed transaction and are expected to remain halted until completion of the transaction or until the Exchange receives the required documentation for resumption. Upon completion of the transaction, the resulting issuer is expected to be renamed "Minera Granite Corp." and continue to be listed on the Exchange as a Tier 2 Mining Issuer.
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