Mayfair Gold closes $40-million private placement

Executive Summary

• Mayfair Gold Corp. closed a $40 M best‑efforts private placement of 24,244,000 common shares at $1.65 per share.
• Strategic investor Oaktree Capital Management LP purchased 9 M shares for $14.85 M (≈6.7% of outstanding equity).
• Net proceeds will fund metallurgical and detailed engineering work on the Fenn‑Gib gold project, working capital and general corporate purposes, enabling a prefeasibility study, detailed engineering in 2026 and permitting target of 2028.

Key Details

• Offering Size & Price: 24,244,000 common shares @ $1.65 per share → gross proceeds $40,002,600.
• Lead Agents: Beacon Securities Ltd. (lead agent & sole bookrunner) with Haywood Securities Inc., Paradigm Capital Inc., BMO Capital Markets, Desjardins Securities Inc., Red Cloud Securities Inc.
• Strategic Investor Participation: Oaktree Capital Management LP bought 9,000,000 shares for $14,850,000, representing ~6.7% of Mayfair’s issued and outstanding common shares.
• Use of Proceeds:
• Metallurgical testing and detailed engineering at the Fenn‑Gib gold project (Timmins, Ontario).
• Working capital and general corporate purposes.
• Supports delivery of a prefeasibility study, detailed engineering in 2026, and permitting activities aimed at full permit by 2028.
• Insider Participation: Insiders purchased 3,169,203 shares; transaction treated as a related‑party transaction under MI 61‑101.
• Agent Compensation: Agents received aggregate fees of $2,272,307.23 and were issued 1,363,686 compensation options (exercisable at $1.65 per share until Sept 16 2027).
• Exemptions & Hold Periods: Shares issued under the listed‑issuer financing exemption (NI 45‑106) – no hold period for LIFE shares; AI‑exempt shares subject to a 4‑month‑plus‑1‑day hold. Compensation options have a four‑month hold. Insider shares also carry a four‑month hold per TSX‑V rules.
• Regulatory Notes: No material change report filed prior to closing because insider participation was not confirmed at that time; reliance on MI 61‑101 exemptions as the transaction did not exceed 25% of market cap.

Notable Quotes

“This financing secures funding for Mayfair to advance the Fenn‑Gib gold project for the next two years… This is a major derisking event for the company, which allows us to deliver the upcoming prefeasibility study… and advance provincial permitting and engagement activities with the target of being fully permitted in 2028.” – Nicholas Campbell, CEO

Materiality Assessment: Material – Positive (significant capital raise that materially funds project advancement and reduces financing risk).