Mayfair Gold closes $40-million private placement

Mr. Nicholas Campbell reports MAYFAIR GOLD CLOSES $40 MILLION LIFE OFFERING Mayfair Gold Corp. has closed its previously announced best efforts private placement of 24,244,000 common shares in the capital of the company at a price of $1.65 per common share for aggregate gross proceeds to the company of $40,002,600. The offering was completed pursuant to an agency agreement between the company, and Beacon Securities Ltd., as lead agent and sole bookrunner, together with Haywood Securities Inc., Paradigm Capital Inc., BMO Capital Markets, Desjardins Securities Inc. and Red Cloud Securities Inc., and included the full exercise of the agents' option. The company is also pleased to announce the strategic investment of funds managed by Oaktree Capital Management LP as part of the offering, acquiring an aggregate of nine million common shares for a total investment of $14.85-million, representing approximately 6.7 per cent of the issued and outstanding common shares in the capital of the company. The company intends to use the net proceeds from the offering for metallurgical and detailed engineering at its Fenn-Gib gold project in Timmins, Ont., and for working capital and general corporate purposes. Nicholas Campbell, chief executive officer of Mayfair, commented: "This financing secures funding for Mayfair to advance the Fenn-Gib gold project for the next two years. We are very pleased with the significant insider participation and new high-quality long-only investors who have now joined the Mayfair share registry as part of this financing. This is a major derisking event for the company, which allows us to deliver the upcoming prefeasibility study for the Fenn-Gib gold project, begin detailed engineering in 2026, and advance provincial permitting and engagement activities with the target of being fully permitted in 2028. This financing also gives Mayfair the financial flexibility to consider an exploration program in the southern block, located within five kilometres of the Fenn-Gib project site and on trend from multiple deposits and mines. This is an exciting time for Mayfair as we work to advance Fenn-Gib into one of the next new gold mines in Canada." The common shares were issued to purchasers resident in Canada, other than Quebec, and other qualifying jurisdictions, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 -- Prospectus Exemptions (NI 45-106), as amended by Coordinated Blanket Order 45-935 -- Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, and in Quebec pursuant to the accredited investor exemption under NI 45-106. The common shares issued pursuant to the LIFE are not subject to a hold period under applicable Canadian securities laws, and the common shares issued pursuant to the AI exemption are subject to a hold period of four months and one day under applicable Canadian securities laws. In connection with the offering, the company paid the agents aggregate fees of $2,272,307.23 and issued to the agents an aggregate of 1,363,686 compensation options. Each compensation option is exercisable to acquire one common share at a price of $1.65 until Sept. 16, 2027, subject to adjustment in certain events. The compensation options are subject to a hold period of four months under applicable Canadian securities laws. Insiders of the company acquired an aggregate of 3,169,203 common shares pursuant to the offering. Participation by the insiders in the offering was a related party transaction within the meaning of that term in Multilateral Instrument 61-101 -- Protection of Minority shareholders in Special Transactions (MI 61-101). The company is relying on the exemptions from the formal valuation requirement set out in Section 5.5(a) and the minority approval requirement set out in Section 5.7(1)(a) of MI 61-101 on the basis that, at the time the offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the offering, insofar as it involved interested parties, exceeded 25 per cent of the company's market capitalization. The company did not file a material change report at least 21 days in advance of the closing of the offering as the participation of the insiders in the offering had not been confirmed at that time. The common shares issued to the insiders are subject to a hold period of four months under the policies of the TSX Venture Exchange. About Mayfair Gold Corp. Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100-per-cent-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 updated National Instrument 43-101 (as defined herein) open pit constrained mineral resource estimate with an effective date of Sept. 3, 2024, with a total indicated resource of 181.3 million tonnes containing 4.3 million ounces at a grade of 0.74 gram per tonne Au and an inferred resource of 8.92 million tonnes containing 140,000 ounces at a grade of 0.49 g/t Au at a 0.30 g/t Au cut-off grade. Please see the company's news release dated Sept. 10, 2024, for further information. The scientific and technical content of this news release was reviewed, verified and approved by Drew Anwyll, PEng, MEng, chief operating officer of the company, and a qualified person as defined by Canadian Securities Administrators' National Instrument 43-101 -- Standards of Disclosure for Mineral Projects (NI 43-101). We seek Safe Harbor.