Mayfair Gold Closes Private Placement Financing

VANCOUVER, British Columbia, June 08, 2023 (GLOBE NEWSWIRE) -- Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today announced the closing of its previously announced private placement financing (the “Offering”) for proceeds of $3,025,750. The funds will be used to further the Company’s successful exploration, geotechnical, metallurgical, and environmental programs at the Fenn-Gib gold project in the Timmins region of Ontario and for general corporate purposes.

The Company issued 1,729,000 common shares at a price per share of $1.75 to two subscribers: Mr. Douglas Cater, a director of the Company, and funds under the direction and control of Muddy Waters Capital, LLC (“MW Funds”). The issued shares are subject to a four month hold period expiring October 9, 2023.   A finder’s fee was paid on a portion of the financing.

Mayfair Gold President and CEO Patrick Evans commented: “We welcome the support of Mr. Cater and Muddy Waters Capital, which we view as a strong endorsement of the quality of Mayfair’s plus 3-million-ounce, open-pittable Fenn-Gib gold project.”

Mr. Carson Block, Chief Investment Officer of Muddy Waters Capital, noted: “Consistent with our strategy of identifying resources with outstanding potential, we have invested in Mayfair Gold because its Fenn-Gib project has the rare combination of scale, surrounding infrastructure, and the stability of Canada. CEO Patrick Evans and his team have done an excellent job developing the resource.”

Mr. Douglas Cater was issued 15,000 shares under the Offering, and investment funds under MW Funds were issued 1,714,000 shares under the Offering. MW Funds own shares of the Company constituting in the aggregate more than 10% of the Company’s issued and outstanding capital. Accordingly, Mr. Cater’s and MW Funds’ subscriptions each constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions (“MI 61-101”).

The issuance of the shares to the related parties was exempt from the valuation requirement of MI 61-101 under the exemption in section 5.5(b) of MI 61-101 in that the Company’s shares are not listed on a specified market, and was also exempt from the minority shareholder approval requirements of MI 61-101 under the exemption in section 5.7(a) of MI 61-101 in that the fair market value of the consideration for the securities issued to the related parties did not exceed 25% of the Company market capitalization.