“Mayfair Secures $6 Million Through Successful Private Placement Closure”

Published On: October 18, 2024 1:05 am

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Mayfair Gold Corp. Secures $6 Million in New Funding

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

MATHESON, ON, Oct. 17, 2024 /CNW/ – Mayfair Gold Corp. MFG MFGCF (“Mayfair” or the “Company“) announces that, following its news release on September 25, 2024, the Company has successfully completed a non-brokered private placement of 3,340,000 common shares (the “Common Shares“) at a price of $1.80 per common share, raising total gross proceeds of $6,012,000 (the “Offering“).

These funds will be allocated for permitting and feasibility studies, general administrative costs, and working capital.

Insiders invested heavily in this Offering, totaling 1,640,000 Common Shares, which amounts to about $2.95 million of the overall gross proceeds. Notably: (i) Muddy Waters Capital LLC and its affiliate Muddy Waters Resources LLC subscribed for 1,597,222 Common Shares, contributing roughly $2,875,000; (ii) Christine Hsieh, the Company’s director, purchased 27,778 Common Shares for about $50,000; and (iii) Richard Klue, VP of Technical Services, acquired 15,000 Common Shares, totaling approximately $27,000.

The Offering relied on available exemptions from Canadian securities laws. The Common Shares issued will be subject to a statutory hold period lasting four months and one day from the offering closure, as per relevant regulations.

This news release is not an offer to sell or a solicitation to buy securities in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and cannot be sold within the United States unless registered under the U.S. Securities Act and applicable state laws, or an exemption from registration is obtained.

The Offering represents a “related party transaction” as defined in Multilateral Instrument 61-101 (“MI 61-101“) due to insider involvement. However, it qualifies for exemptions from formal valuation and minority approval requirements under MI 61-101, since neither the total fair market value of shares issued nor that of the consideration paid exceeded 25% of the Company’s market capitalization at the agreement time. Details of related party participation were finalized shortly before the Offering’s conclusion, precluding earlier public disclosure of extent and nature.

About Mayfair Gold Corp.

Mayfair Gold is a Canadian mineral exploration firm dedicated to advancing its 100% owned Fenn-Gib gold project located in the Timmins area of Northern Ontario. The Fenn-Gib gold deposit, the company’s primary asset, currently contains an NI 43-101 compliant resource estimate as of September 3, 2024. It has a total Indicated Resource of 181.3 million tonnes, yielding 4.313 million ounces at a grade of 0.74 g/t Au, along with an Inferred Resource of 8.92 million tonnes, containing 0.14 million ounces at a grade of 0.49 g/t Au at a 0.30 g/t Au cut-off. The Fenn-Gib deposit boasts a strike length exceeding 1.5 km and widths surpassing 500m, with gold-rich zones remaining open at depth and along strike. Recent metallurgical testing indicates robust gold recoveries of up to 94%.

Cautionary Notes to U.S. Investors Concerning Resource Estimates

This news release has been crafted to fulfill the requirements of Canadian securities regulations, which differ from those in the U.S. Specifically, terms such as “mineral reserve,” “proven mineral reserve,” “inferred mineral resources,” and “indicated mineral resources” have particular definitions in Canada that may not directly translate under U.S. standards.

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Mayfair Gold Corp. Updates on Mineral Disclosure Standards

Understanding NI 43-101 Compliance

Mayfair Gold Corp. confirms it follows the National Instrument 43-101 (“NI 43-101”) for reporting on its mineral properties. This standard aligns with the guidelines set out in the 2014 Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Standards for Mineral Resources and Mineral Reserves, May 2014 (the “CIM Standards”). It’s important to note that these CIM Standards differ from the U.S. Securities and Exchange Commission’s (SEC) Regulation S-K Subpart 1300 (the “SEC Modernization Rules”). As a foreign private issuer eligible to file with the SEC under the multijurisdictional disclosure system, the Company will adhere to NI 43-101 and CIM Standards instead of the SEC Modernization Rules. Consequently, its reports could have substantial differences from those prepared under SEC regulations.

Clarifying Forward-Looking Statements

This announcement includes forward-looking statements, per Canadian securities legislation, reflecting Mayfair’s expectations about future events. Phrases like “will likely result,” “are expected to,” and “believes” indicate these are not historical facts but forward-looking projections. Such statements are based on assumptions and may involve risks and uncertainties that can lead to actual outcomes differing significantly. No assurance can be offered that these expectations will be met, and they should not be relied upon unduly. All forward-looking statements are relevant only as of the date of this release.

Key risks include unforeseen changes in the use of proceeds from the Offering, highlighting how uncontrollable factors may impact results. Mayfair has no obligation to update or revise any forward-looking statements unless legally required. The company cannot predict new factors that may arise or their potential impacts, leading to variance from disclosed outcomes.

Regulatory Disclaimer

Neither the TSXV nor its Regulation Services Provider assumes responsibility for the accuracy of this news release.

SOURCE Mayfair Gold Corp.

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