Mayfair Gold Corp. (TSX-V: MFG) (OTCQX: MFGCF) announces that, further to its news release on September 25, 2024, the Company has completed a non-brokered private placement of 3,340,000 common shares of the Company at a price of $1.80 per Common Share for aggregate gross proceeds of $6,012,000.

The proceeds raised from the Offering will be used by the Company for permitting and feasibility studies, general and administrative expenses and working capital.

Insiders of the Company subscribed for an aggregate of 1,640,000 Common Shares representing approximately $2.95 million of the gross proceeds of the Offering whereby: (i) Muddy Waters Capital LLC and its affiliate, Muddy Waters Resources LLC, on behalf of certain funds they manage, subscribed for a total of 1,597,222 Common Shares for gross proceeds of approximately $2,875,000; (ii) Christine Hsieh, a director of the Company, subscribed for 27,778 Common Shares for gross proceeds of approximately $50,000; and (iii) Richard Klue, Vice President of Technical Services of the Company, subscribed for 15,000 Common Shares for gross proceeds of $27,000.

The Offering was conducted in reliance upon available exemptions from the prospectus requirements of applicable Canadian securities laws. The Common Shares issued under the Offering are subject to a statutory hold period of four months and one day from the closing of the Offering in accordance with applicable Canadian securities laws.

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

The Offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as a result of the participation of the insiders of the Company. However, the Offering is exempted from the formal valuation requirements of MI 61-101 pursuant to subsection 5.5(b) of MI-61-101 (as the Company’s Common Shares are listed only on the TSX Venture Exchange) and from the minority shareholder approval requirements of MI 61-101 pursuant to subsection 5.7(1)(a) of MI 61-101 (as neither the fair market value of the Common Shares issued to insiders nor the fair market value of the consideration paid by insiders pursuant to the Offering exceeded 25% of the Company’s market capitalization, as determined in accordance with MI 61-101, at the time the transaction was agreed to). The participants in the Offering and the extent of their participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering pursuant to a material change report filed at least 21 days prior to the completion of the Offering.

About Mayfair Gold Corp.

Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100% controlled Fenn-Gib gold project in the Timmins region of Northern Ontario. The Fenn-Gib gold deposit is Mayfair’s flagship asset and currently hosts an NI 43-101 (as defined below) open pit constrained mineral resource estimate with an effective date of September 3, 2024 with a total Indicated Resource of 181.3M tonnes containing 4.313M ounces at a grade of 0.74 g/t Au and an Inferred Resource of 8.92M tonnes containing 0.14M ounces at a grade of 0.49 g/t Au at a 0.30 g/t Au cut-off grade. The Fenn-Gib deposit has a strike length of over 1.5km with widths ranging over 500m. The gold mineralized zones remain open at depth and along strike to the east and west. Recently completed metallurgical tests confirm that the Fenn-Gib deposit can deliver robust gold recoveries of up to 94%.