Mr. Denis Silva reports

THE GOOD FLOUR CORP. CLOSES SECOND TRANCHE OF EQUITY FINANCING

The Good Flour Corp. has closed the second tranche of its non-brokered private placement to raise gross proceeds of $75,000. The second tranche consisted of 300,000 Class A common shares issued at 25 cents per share. Between the closing of the two tranches of the private placement and recent warrant exercises, the company has received proceeds of $549,500 since Sept. 25, 2023.

Good Flour intends to use the net proceeds of the second tranche for general corporate, investor relations and working capital purposes. Good Flour paid finders' fees in connection with the second tranche totalling $5,250. All shares issued in the second tranche are subject to a statutory four-month hold period that expires on April 19, 2024.

A company affiliated with Denis Silva, a director of the company, participated in the offering and acquired 80,000 shares for proceeds of $20,000. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the offering nor the consideration to be paid by the related parties will exceed 25 per cent of the company's market capitalization. The company did not file a material change report related to this financing more than 21 days before the expected closing of the offering as required by MI 61-101 since the details of the participation by the related parties of the company were not settled until shortly prior to the closing of the offering and the company wished to close on an expedited basis for sound business reasons. The shares that were acquired by the related parties have been acquired pursuant to an exemption from the prospectus requirement in Section 2.3 of National Instrument 45-106.

About The Good Flour Corp.

Good Flour's mission is to provide chefs and individuals with the best blends to create recipes with its tried and true mixes, delivering consistent excellence every time. Good Flour provides restaurants and grocery stores with better-for-you gluten-free and allergen-free options: fried chicken mix; all-purpose baking flour; fish and chip batter; tempura batter mix; pizza and pasta mix; vanilla cake mix; pancake and waffle mix; and pizza crusts, as well as the newly launched Patty Cakes, a potato protein pancake mix for kids.

Good Flour chooses high-quality ingredients and blending them for taste and texture to give its customers gluten-free/allergen-free options so they can enjoy life without giving up their favourite food and get back the good food they deserve.

We seek Safe Harbor.