Mayfair Gold Responds to Announcement by Muddy Waters Capital of Intention to Reconstitute the Board of Directors - Seite 2

The failure of Muddy Waters to provide nominating materials or credentials concerning Mr. McLean was of special concern to the Board as, to the knowledge of the Company, Mr. McLean has never served as a director or executive officer of a Canadian public company.

Yesterday, on Monday, March 18, 2024, the Company advised Muddy Waters that the appointment of Mr. McLean to the Board and as Chair prior to other shareholders having their say on his candidacy through a shareholder vote at the AGM—and especially without the Board having had an opportunity to interview Mr. McLean or consider his credentials—would not be compatible with good corporate governance or the Board’s duty to conduct the nomination process in an informed and deliberate manner.

Nevertheless, in keeping with the Company’s respect for shareholder input, the Board indicated its willingness to consider Mr. McLean’s candidacy as part of its current Recruitment Process, provided Mr. McLean submit a directors’ questionnaire and participate in an interview with the Board. The Board also offered to meet with Muddy Waters to address their vague and unclearly articulated concerns, either with or without the presence of the CEO.

Muddy Waters’ statement that it has sought to resolve this matter privately and amicably is factually incorrect. Instead of taking the Board up on yesterday’s offer to participate in the Recruitment Process and engage in a constructive dialogue, Muddy Waters has chosen to launch a costly and value-destructive proxy contest.

Notwithstanding Muddy Waters’ unwillingness to engage in constructive dialogue, the Company will evaluate Muddy Waters’ director candidates at such time as they comply with the advance nomination requirements and procedure set out in the Company’s Articles.

The Board looks forward to presenting its recommendations with respect to the election of directors in the Company’s Management Circular, which will be mailed to shareholders and filed on SEDAR+ ahead of the AGM. The AGM date has not yet been finalized.

With respect to Muddy Waters’ concerns raised regarding the Company’s grant of options, the Compensation Committee of the Board conducts detailed research on appropriate compensation for the Board, executives and staff based on publicly available data for comparable issuers. The Compensation Committee also consults with professional advisors and carefully reviews their reports and recommendations. Based on this research the Compensation Committee is confident the Company’s compensation structure is fair and commensurate to its peers.