Mayfair Gold Sets the Record Straight and Corrects Muddy Waters’ Misleading and Inaccurate Statements
April 04 2024 - 6:00AM
Mayfair Gold Corp. (“
Mayfair” or the
“
Company”) (
TSX-V:
MFG; OTCQB:
MFGCF) today responded to a letter to shareholders
(the "
Letter") released by Muddy Waters Capital
LLC (“
Muddy Waters”) on April 2, 2024, confirming
that Muddy Waters has requisitioned a meeting of shareholders for
the purpose of reconstituting the Company’s board of directors (the
“
Board”).
The Company is reviewing the requisition and
will respond within the timeframe set out in applicable
legislation. In the meantime, there is no need for shareholders to
take any action.
The Company also wishes to set the record
straight and correct misleading and inaccurate statements made by
Muddy Waters in the Letter.
Contrary to Muddy Waters’ assertion that it
hoped to resolve issues with the Company quickly, it has
consistently refused to engage in a constructive dialogue with
Mayfair. Instead, Muddy Waters has insisted that the Board
immediately appoint its nominee Darren McLean as a director and
chair, despite Mr. McLean never having served as a director or
officer of a Canadian public company. When the Board indicated its
willingness to consider Mr. McLean’s candidacy as part of a
comprehensive and proactive process to identify suitable candidates
for board recruitment, Muddy Waters refused.
Muddy Waters did not express any dissatisfaction
or deterioration of trust in the Board until sending its March 14,
2024, demand that the Board immediately halt its recruitment
process and instead appoint its nominee as Chair.
The Letter also makes a number of
unsubstantiated statements about compensation for directors and
management which require clarification and context. The Company’s
option pool has not been “depleted” and sufficient options remain
available under the Company’s option plan (for reference, dated
February 24, 2020) to support any necessary additions to the Board
or management team in the near term. Furthermore, approximately 90%
of options under the Company’s option plan were granted prior to
Muddy Waters disclosing its investment in the Company.
Mayfair’s compensation has been supported by
detailed research conducted by external consultants who have ranked
the Company against a peer group of mineral exploration and
development companies with a range of market capitalization,
exchange listing, and enterprise value comparable to the Company.
Contrary to statements made in the Letter, the Company’s
compensation has ranked well below that of its benchmark peer
group. No shareholder other than Muddy Waters has expressed any
concerns to the Board or management regarding the Company’s
compensation practices. An offer for a representative of Muddy
Waters to meet with the Compensation Committee of the Board was
declined.
The Letter also refers to a founder of the
Company being denied his nomination right to join the Board. That
is not the case. To be clear, the Company will honor nomination
rights held under the Board Nomination Rights Agreements held by
two founders of the Company. The nomination rights can be exercised
by holders of these rights when the Company provides notice of a
shareholder meeting. The Company has not finalized the date of its
2024 annual general meeting (the “AGM”), but will
provide notice to nomination rights holders as soon as it does.
There is no attempt by the current Board to
entrench itself, and the Board and management welcome ongoing
engagement with shareholders. Unfortunately, good faith efforts
made by the Company to constructively address concerns raised by
Muddy Waters have been rejected out of hand with no compromise
suggested.
The Board and management remain committed to
good governance and value creation, and will continue to take
actions that they believe are in the best interests of the Company.
They remain focused on progressing Mayfair’s flagship asset, the
100% controlled Fenn-Gib gold project in the Timmins region of
Northern Ontario, as reflected by the recently announced initiation
of a pre-feasibility study for the Fenn-Gib project in the
Company’s March 27, 2024, press release.
About Mayfair
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
updated NI 43-101 resource estimate with an effective date of April
6, 2023 with a total Indicated Resource of 113.69M tonnes
containing 3.38M ounces at a grade of 0.93 g/t Au and an Inferred
Resource of 5.72M tonnes containing 0.16M ounces at a grade of 0.85
g/t Au at a 0.40 g/t Au cut-off grade (Source: NI 43-101 Technical
Report on Fenn-Gib Project, Ontario, Canada, prepared by Tim
Maunula, P. Geo., of T. Maunula & Associates Consulting Inc.,
dated April 6, 2023). Mr. Maunula is deemed a qualified person as
defined by NI 43-101. 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%.
ON BEHALF OF THE BOARD OF DIRECTORS
For further information contact:Patrick Evans,
President and CEOPhone: (480) 747-3032Email:
patrick@mayfairgold.caWeb: www.mayfairgold.ca
Forward Looking Statements
This news release contains forward-looking
statements and forward-looking information within the meaning of
Canadian securities legislation (collectively,
“forward-looking statements”) that relate to
Mayfair’s current expectations and views of future events,
including the Board’s review of, and response to, Muddy Waters’
meeting requisition and the timing thereof, the results of the
Company’s Board recruitment process, the Board’s recommendation
with respect to the election of directors at its upcoming AGM, the
timing of the AGM and exercise of nomination rights under Board
Nomination Rights Agreements held by two founders of the Company.
Forward-looking statements and may involve estimates, assumptions
and uncertainties which could cause actual results or outcomes to
differ materially from those expressed in such forward-looking
statements. No assurance can be given that these expectations will
prove to be correct and such forward-looking statements included in
this news release should not be unduly relied upon. These
statements speak only as of the date of this news release.
Forward-looking statements are based on a number
of assumptions and are subject to a number of risks and
uncertainties, many of which are beyond Mayfair’s control, which
could cause actual results and events to differ materially from
those that are disclosed in or implied by such forward- looking
statements. Such risks and uncertainties include, but are not
limited to, the results of the Board recruitment process. Mayfair
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law. New factors emerge
from time to time, and it is not possible for Mayfair to predict
all of them, or assess the impact of each such factor or the extent
to which any factor, or combination of factors, may cause results
to differ materially from those contained in any forward-looking
statement. Any forward-looking statements contained in this news
release are expressly qualified in their entirety by this
cautionary statement.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release.
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