Mayfair Announces Closing of $6 Million Private Placement
Mayfair Announces Closing of $6 Million Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
MATHESON, Ontario, Canada, October 17, 2024 – Mayfair Gold Corp. (TSX-V: MFG, OTCQX: MFGCF) ("Mayfair"
or the " Company") announces that, further to its news release on September 25, 2024, the Company has
completed a non -brokered private placement of 3,340,000 common shares of the Company (the "Common
Shares") at a price of $1.80 per Common Share for aggregate gross proceeds of $6,012,000 (the "Offering").
The proceeds raised from the Offering will be used by the Company for permitting and feasibility studies, general
and administrative expenses and working capital.
Insiders of the Company subscribed for an aggregate of 1,640,000 Common Shares representing approximately
$2.95 million of the gross proceeds of the Offering whereby: (i) Muddy Waters Capital LLC and its affiliate, Muddy
Waters Resources LLC, on behalf of certain funds they manage, subscribed for a total of 1,597,222 Common
Shares for gross proceeds of approximately $2,87 5,000; (ii) Christine Hsieh, a director of the Company ,
subscribed for 27,778 Common Shares for gross proceeds of approximately $50,000; and (iii) Richard Klue, Vice
President of Technical Services of the Company, subscribed for 15,000 Common Shares for gross proceeds of
$27,000.
The Offering was conducted in reliance upon available exemptions from the prospectus requirements of
applicable Canadian securities laws. The Common Shares issued under the Offering are subject to a statutory
hold period of four months and one day from the closing of the Offering in accordance with applicable Canadian
securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the
United States. The securities have not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.
The Offering constitutes a "related party transaction" as defined in Multilateral Instrument 61 -101 - Protection
of Minority Security Holders in Special Transactions ("MI 61-101") as a result of the participation of the insiders
of the Company. However, the Offering is exempted from the formal valuation requirements of MI 61 -101
pursuant to subsection 5.5(b) of MI-61-101 (as the Company's Common Shares are listed only on the TSX Venture
Exchange ( "TSXV")) and from the minority shareholder approval requirements of MI 61 -101 pursuant to
subsection 5.7(1)(a) of MI 61-101 (as neither the fair market value of the Common Shares issued to insiders nor
the fair market value of the consideration paid by insiders pursuant to the Offering exceeded 25% of the
Company's market capitalization, as determined in accordance with MI 61-101, at the time the transaction was
agreed to). The participants in the Offering and the extent of their participation were not finalized until shortly
prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature
and extent of related party participation in the Offering pursuant to a material change report filed at least 21
days prior to the completion of the Offering.
About Mayfair Gold Corp.
Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100% controlled Fenn -Gib
gold project in the Timmins region of Northern Ontario. The Fenn-Gib gold deposit is Mayfair's flagship asset and
currently hosts an NI 43-101 (as defined below) open pit constrained mineral resource estimate with an effective
date of September 3, 2024 with a total Indicated Resource of 181.3M tonnes containing 4.313M ounces at a
grade of 0.74 g/t Au and an Infe rred Resource of 8.92M tonnes containing 0.14M ounces at a grade of 0.49 g/t
Au at a 0.30 g/t Au cut -off grade. The Fenn -Gib deposit has a strike length of over 1.5km with widths ranging
over 500m. The gold mineralized zones remain open at depth and along strike to the east and west. Recently
completed metallurgical tests confirm that the Fenn-Gib deposit can deliver robust gold recoveries of up to 94%.
Cautionary Notes to U.S. Investors Concerning Resource Estimates
This news release has been prepared in accordance with the requirements of the securities laws in effect in
Canada, which differ from the requirements of the U.S. securities laws. In particular, and without limiting the
generality of the foregoing, the terms "mineral reserve", "proven mineral reserve", "probable mineral reserve",
"inferred mineral resources," "indicated mineral resources," "measured mineral resources" and "mineral
resources" used or referenced in this release are Canadian mineral disclosure term s as defined in accordance
with National Instrument 43 -101 – Standards of Disclosure for Mineral Projects ("NI 43 -101") under the
guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum Standards for Mineral
Resources and Mine ral Reserves, Definitions and Guidelines, May 2014 (the "CIM Standards"). The CIM
Standards differ from the mineral property disclosure requirements of the U.S. Securities and Exchange
Commission (the "SEC") in Regulation S-K Subpart 1300 (the "SEC Modernization Rules") under the U.S. Securities
Act. As a foreign private issuer that is eligible to file reports with the SEC pursuant to the multijurisdictional
disclosure system, the Company is not required to provide disclosure on its mineral properties under the SEC
Modernization Rules and will continue to provide disclosure under NI 43 -101 and the CIM Standards.
Accordingly, the Company's disclosure of mineralization and other technical information may differ significantly
from the information that would be disclosed had the Company prepared the information under the standards
adopted under the SEC Modernization Rules.
Forward Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of
Canadian securities legislation (collectively, "forward -looking statements") that relate to Mayfair's current
expectations and views of future events. Any statements that express, or involve discussions as to, expectations,
beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use
of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated",
"anticipates", "believes", "estimated", "intends", "plans", "foreca st", "projection", "strategy", "objective" and
"outlook") are not historical facts and may be forward -looking statements and may involve estimates,
assumptions and uncertainties which could cause actual results or outcomes to differ materially from those
expressed in such forward-looking statements. No assurance can be given that these expectations will prove to
be correct and such forward-looking statements included in this news release should not be unduly relied upon.
These statements speak only as of the date of this news release.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and
uncertainties, many of which are beyond Mayfair's control, which could cause actual results and events to differ
materially from those that are disclosed in or implied by such forward -looking statements. Such risks and
uncertainties include, but are not limited to, the use of proceeds from the Offering may differ due to unforeseen
circumstances. Mayfair undertakes no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required by law. New factors emerge
from time to time, and it is not possible for Mayfair to predict all of them, or assess the impact of each such
factor or the extent to which any factor, or combination of factors, may cause results to differ materially from
those contained in any forward -looking statement. Any forward -looking statements contained in this news
release are expressly qualified in their entirety by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this news release.
For further information, please visit www.mayfairgold.ca or direct enquiries to: Darren McLean, Interim CEO &
Chair, Mayfair Gold Corp., 489 McDougall St, Matheson, ON P0K 1N0 Canada, +1 (800) 342- 6705,