Mayfair Gold Responds to Announcement by Muddy Waters Capital of Intention to Reconstitute the Board of Directors

Mayfair Reiterates Board and Management Commitment to Good Governance and Value Creation

MATHESON, Ontario, March 19, 2024 (GLOBE NEWSWIRE) -- Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today responded to an announcement by Muddy Waters Capital LLC (“Muddy Waters”) of their intention to solicit proxies from securityholders of Mayfair for the purpose of reconstituting the Company’s board of directors (the “Board”) at its upcoming 2024 annual general meeting (the “AGM”).

Until the Company has delivered its management information circular for the upcoming AGM (the “Management Circular”), there is no need for shareholders to take any action.

Mayfair has an experienced and engaged Board with considerable collective expertise in the mineral exploration industry. Our Board and management team are open to value creation opportunities, and have a proven track record of evaluating a broad range of options with that objective in mind.

The nominating function is an important aspect of the Board’s duties. The Board is currently conducting a comprehensive and proactive process (the “Recruitment Process”) to identify suitable candidates for board recruitment, which has been ongoing for several months. The Company has engaged and worked closely with professional advisors to assist with the Recruitment Process. The structured nature of the Recruitment Process allows the Board to nominate the right individuals from a broad pool of candidates who will bring specific skills and experience to the Board that are needed at this stage of the Company’s development.

In addition, shareholders are entitled to submit nominations for election to the Board at the Company’s annual meeting. Mayfair’s advance nomination requirements and procedure are set out in its Articles, which are available on SEDAR+.

On the afternoon of Thursday, March 14, 2024, without any warning or prior discussion with the Board, Muddy Waters demanded that the Board immediately halt the Recruitment Process and instead appoint a nominee of Muddy Waters, Darren McLean, to the Board and further appoint Mr. McLean as Chair of the Board. Muddy Waters also demanded the right to have a second, as yet unidentified, nominee appointed to the Board. Muddy Waters gave the Company until 3 p.m. Pacific Time on Monday, March 18 to respond to its demand. However, Muddy Waters provided no nomination materials to the Company in respect of their proposed nominees as required under Mayfair’s Articles, and no credentials or biographical information in support of Mr. McLean’s nomination.