/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
MATHESON, ON, Sept. 25,
2024 /CNW/ - Mayfair Gold Corp. (TSXV: MFG)
(OTCQB: MFGCF) ("Mayfair" or the "Company") is
pleased to announce that it intends to complete a financing of
common shares by way of a non-brokered private placement for
aggregate proceeds of approximately $6
million, subject to increase at the discretion of the board
of directors of the Company (the "Offering"). Participation
in the Offering will be led by the Company's largest shareholder
(funds controlled by Muddy Waters Capital LLC ("Muddy
Waters")) and new investors. Muddy Waters is expected to
subscribe for $2.7 million of the
Offering.
The Offering is expected to be for up to 3,340,000 common shares
at a price of $1.80 per share. The
closing of the Offering is expected to occur on or before
October 1, 2024 (the "Closing
Date") and is subject to receipt of all applicable regulatory
approvals, including approval of the TSX Venture Exchange (the
"TSXV"). The proceeds raised from the Offering will be used
by the Company for permitting and feasibility studies, general and
administrative expenses and working capital.
The common shares issued under the Offering will be subject to a
statutory hold period of four months and one day from the Closing
Date.
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 is expected to be a related party transaction
subject to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI
61-101") as a result of the participation of Muddy Waters and
possibly other insiders of the Company, but exempt 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
TSXV) 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 to be issued to insiders
nor the consideration to be paid by insiders pursuant to the
Offering is expected to exceed 25% of the Company's market
capitalization as determined in accordance with MI 61-101).
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 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%.
Cautionary Notes to U.S. Investors Concerning Resource
Estimates
This news release has been prepared in accordance with the
requirements of the securities laws in effect in Canada, which
differ from the requirements of the U.S. securities laws. In
particular, and without limiting the generality of the foregoing,
the terms "mineral reserve", "proven mineral reserve", "probable
mineral reserve", "inferred mineral resources," "indicated mineral
resources," "measured mineral resources" and "mineral resources"
used or referenced in this release are Canadian mineral disclosure
terms as defined in accordance with National Instrument 43-101 –
Standards of Disclosure for Mineral Projects ("NI 43-101")
under the guidelines set out in the 2014 Canadian Institute of
Mining, Metallurgy and Petroleum Standards for Mineral Resources
and Mineral Reserves, Definitions and Guidelines, May
2014 (the "CIM Standards"). The CIM Standards differ from the
mineral property disclosure requirements of the U.S. Securities and
Exchange Commission (the "SEC") in Regulation S-K Subpart 1300 (the
"SEC Modernization Rules") under the U.S. Securities Act. As a
foreign private issuer that is eligible to file reports with the
SEC pursuant to the multijurisdictional disclosure system, the
Company is not required to provide disclosure on its mineral
properties under the SEC Modernization Rules and will continue to
provide disclosure under NI 43-101 and the CIM Standards.
Accordingly, the Company's disclosure of mineralization and other
technical information may differ significantly from the information
that would be disclosed had the Company prepared the information
under the standards adopted under the SEC Modernization Rules.
Forward Looking Information
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. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future
events or performance (often, but not always, through the use of
words or phrases such as "will likely result", "are expected to",
"expects", "will continue", "is anticipated", "anticipates",
"believes", "estimated", "intends", "plans", "forecast",
"projection", "strategy", "objective" and "outlook") are not
historical facts and may be 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
ability of the Company to close the Offering on a timely basis or
at all. 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 TSXV nor its Regulation Services Provider (as that
term is defined in the policies of the TSXV) accepts responsibility
for the adequacy or accuracy of this news release.
SOURCE Mayfair Gold Corp.
