Mayfair Gold Receives Shareholder Meeting Requisition

Reiterates Commitment to Constructive Dialogue and Engagement with all Shareholders

MATHESON, Ontario, March 28, 2024 (GLOBE NEWSWIRE) -- Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today announced that it has received a shareholder meeting requisition notice pursuant to section 167 of the Business Corporations Act (British Columbia) (the “Requisition”) dated March 27, 2024 from MWCGOF SPV III LP (the “Requisitioning Shareholder”), a fund controlled by Muddy Waters Capital LLC (“Muddy Waters”). The Requisitioning Shareholder purports to hold in excess of five percent (5%) of the issued common shares of the Company.

The shareholder meeting is being requisitioned to consider: (a) a special resolution to remove all of the directors of the Company (the “Director Removal Resolution”); (b) if the Director Removal Resolution is passed, an ordinary resolution fixing the number of directors at four (4); (c) if the Director Removal Resolution is not passed, an ordinary resolution fixing the number of directors at eight (8) or such lesser number equal to the number of the directors of the Company then in office plus four (4); and (d) electing four (4) director nominees of the Requisitioning Shareholder.

The Company is reviewing the Requisition, with the assistance of its professional advisors, and will respond appropriately in due course. In the meantime, there is no need for shareholders to take any action.

Mayfair’s President and CEO, Patrick Evans, commented: “The Company is grateful for the many expressions of support it has received from shareholders. It is unfortunate that Muddy Waters has chosen to escalate its demands over-and-above those set out in its news release of only a week ago, rather than engage in constructive dialogue with the Company.”

As it has in the past, Mayfair welcomes the perspectives of its shareholders and looks forward to an ongoing dialogue with them about the Company’s governance, performance and strategic direction. The board and management team will continue to prioritize good governance, perform their duties in the best interest of Mayfair and remain focused on advancing the Company’s flagship asset, the 100% controlled Fenn-Gib gold project in the Timmins region of Northern Ontario.