/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
MATHESON, ON, Oct. 17,
2024 /CNW/ - Mayfair Gold Corp. (TSXV: MFG) (OTCQX:
MFGCF) ("Mayfair" or the "Company") announces that,
further to its news release on September 25,
2024, the Company has completed a non-brokered private
placement of 3,340,000 common shares of the Company (the
"Common Shares") at a price of $1.80 per Common Share for aggregate gross
proceeds of $6,012,000 (the
"Offering").
The proceeds raised from the Offering will be used by the
Company for permitting and feasibility studies, general and
administrative expenses and working capital.
Insiders of the Company subscribed for an aggregate of 1,640,000
Common Shares representing approximately $2.95 million of the gross proceeds of the
Offering whereby: (i) Muddy Waters Capital LLC and its affiliate,
Muddy Waters Resources LLC, on behalf of certain funds they manage,
subscribed for a total of 1,597,222 Common Shares for gross
proceeds of approximately $2,875,000;
(ii) Christine Hsieh, a director of
the Company, subscribed for 27,778 Common Shares for gross proceeds
of approximately $50,000; and (iii)
Richard Klue, Vice President of
Technical Services of the Company, subscribed for 15,000 Common
Shares for gross proceeds of $27,000.
The Offering was conducted in reliance upon available exemptions
from the prospectus requirements of applicable Canadian securities
laws. The Common Shares issued under the Offering are subject to a
statutory hold period of four months and one day from the closing
of the Offering in accordance with applicable Canadian securities
laws.
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 constitutes a "related party transaction" as
defined in Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions ("MI 61-101") as a
result of the participation of the insiders of the Company.
However, the Offering is exempted 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
TSX Venture Exchange ("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 issued to insiders nor the fair market value
of the consideration paid by insiders pursuant to the Offering
exceeded 25% of the Company's market capitalization, as determined
in accordance with MI 61-101, at the time the transaction was
agreed to). The participants in the Offering and the extent
of their participation were not finalized until shortly prior to
the completion of the Offering. Accordingly, it was not possible to
publicly disclose details of the nature and extent of related party
participation in the Offering pursuant to a material change report
filed at least 21 days prior to the completion of the
Offering.
About Mayfair Gold Corp.
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 use of
proceeds from the Offering may differ due to unforeseen
circumstances. 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.
