MAYFAIR GOLD ENTERS INTO C$310 MILLION ENGAGEMENT LETTER AND NON-BINDING PROJECT FINANCING AND EQUITY INVESTMENT TERM SHEET WITH MACQUARIE FOR FENN-GIB

Mayfair Gold Corp. announced on Oct 1, 2026, a proposed C$310 million financing package for its 100%-owned Fenn-Gib gold project in the Timmins region of Northern Ontario. The structure consists of a strategic equity investment and a project finance facility, both involving Macquarie Bank Limited.

Under the subscription agreement, Macquarie Bank Limited will subscribe for C$10 million of common shares at C$4.26 per share. This price represents a 10% premium to the 5-day VWAP on the TSXV for the period ending Sept 30, 2026, and is subject to Exchange approvals.

The project finance facility is a C$300 million arrangement, inclusive of up to C$20 million in capitalized interest. Macquarie is acting as Mandated Lead Arranger, Agent, and Sole Underwriter based on a non-binding engagement letter and term sheet. Proceeds from the facility will partially fund the development, construction, commissioning, and start-up of Fenn-Gib, as well as working capital and project costs, secured by first-ranking security over the Project.

An early draw feature allows for a C$25 million tranche to be available on closing to fund early works, long-lead equipment, and detailed engineering ahead of full construction drawdowns. The adjusted Term CORRA rate is set at plus 4.75% per annum, stepping down to CORRA plus 4.25% after project completion. Up to C$20 million of interest may be capitalized during construction. Quarterly repayments begin six months after the start of commercial production, with full repayment required no later than 72 months after the initial drawdown.

Macquarie holds an offtake right over the first 50,000 ounces of gold produced each year, capped at a maximum of 300,000 ounces. The gold will be priced at a published reference price less US$50 per ounce. Fifty percent of this right vests upon signing the engagement letter and closing the equity investment, with the remaining 50% vesting on closing the Facility. Macquarie may arrange additional lenders or risk participants for a minimum of 30% of the Facility amount.

Management stated that the package covers "the majority" of the C$450 million initial development capital estimated in the 2026 PFS. The release explicitly notes that the term sheet is non-binding and remains subject to due diligence, including review by an independent engineer, negotiation, execution of definitive documentation, and customary conditions precedent.

Mayfair Gold Corp. (MFG) has moved from a position of unsecured financing needs to having a credit-backed pathway for the majority of its C$450 million construction bill. The financing package totals approximately C$310 million, a figure that exceeds the company’s entire market capitalization of roughly C$256 million. This marks the first strategic equity investment by Macquarie, a globally recognized resources bank, which is acquiring a stake at a 10% premium to the market. The arrangement includes Macquarie’s role as mandated lead arranger.

The facility is currently non-binding, consisting of an engagement letter and term sheet rather than executed definitive documentation. The agreement is explicitly subject to due diligence, independent engineer review, and conditions precedent, leaving execution risk between the term sheet stage and final cash disbursement.

The debt component covers C$300 million of the C$450 million initial capital requirement. With total capital costs estimated at approximately C$510.9 million, including sustaining capital expenditures per the Preliminary Feasibility Study (PFS), a residual funding gap of roughly C$140 million remains. This shortfall must be raised through additional equity, streaming, or further debt.

The debt carries a cost of CORRA plus 4.75% on up to C$300 million. At current rates, the carrying cost is estimated at roughly C$20 million or more per year prior to completion, with some costs capitalized. Additionally, the agreement includes an offtake surrender of US$50 per ounce on the first 50,000 ounces produced annually, up to a cap of 300,000 ounces. Based on an average production of approximately 71,000 ounces per year in years one through six, the offtake cost amounts to roughly US$2.5 million per year for approximately six years. This represents a permanent economic concession against a projected six-year free cash flow of US$896 million.

The company had previously disclosed in its Q2 2026 MD&A and July 2026 operations update that it had initiated early engagement with potential project financing parties. While the market was aware financing was being pursued, the magnitude of this package from a bank of Macquarie’s standing exceeds a routine update on continuing engagements.

Mayfair Gold Corp. (TSXV: MFG; NYSE American: MINE) is a Canadian development-stage gold company whose sole material asset is the 100%-owned Fenn-Gib Gold Project. Located in the Timmins region of Northern Ontario within the Porcupine-Destor Fault Zone, the project holds an indicated mineral resource of 4.3 million ounces, comprising 181.3 million tonnes at 0.74 grams per tonne of gold, effective September 3, 2024, at a 0.30 grams per tonne cut-off. An inferred resource of approximately 0.14 million ounces, consisting of 8.92 million tonnes at 0.49 grams per tonne of gold, is also reported.

The company has defined a probable mineral reserve of approximately 1.04 million ounces, representing 25.13 million tonnes at 1.29 grams per tonne of gold, effective December 19, 2025. The preliminary feasibility study outlines a phased open-pit operation targeting the near-surface higher-grade reserve, supported by a 4,800 tonnes per day process plant. The base case projects an initial development capital requirement of C$450 million, a 2.7-year payback period, and cumulative free cash flow of US$896 million over the first six years, assuming a gold price of US$3,100 per ounce. Construction is targeted for 2028, with initial production planned for 2030.