Mayfair Gold Announces Private Placement Financings

Rhea-AI Summary

Mayfair Gold Corp. has announced a non-brokered private placement financing of up to 2.6 million common shares at $1.15 each, aiming for gross proceeds of up to $3 million. Additionally, a flow-through private placement of up to 3 million shares at $1.66 each is expected, raising up to $5 million. Proceeds will finance exploration and engineering studies at the Fenn-Gib gold project in Ontario. The share offerings are subject to customary closing conditions and will not be registered in the U.S.

Positive

• Gross proceeds of up to $8 million from the private placements will support the Fenn-Gib gold project's exploration and studies.
• The flow-through shares represent a 32% premium over the last closing price, indicating strong investor interest.

Negative

• None.

VANCOUVER, British Columbia, Nov. 29, 2022 (GLOBE NEWSWIRE) -- Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today announced it has arranged a non-brokered private placement financing (the “Offering”) of up to 2,600,000 common shares (the “Shares”) at a price of $1.15 per share for aggregate gross proceeds of up to $3.0M, and a concurrent non-brokered private placement of up to 3,000,000 common shares on a flow-through basis (the “FT Shares”) at a price per FT Share of $1.66, which represents a premium of 32% over the closing price of Mayfair Gold common shares on the TSX.V on November 28, 2022, for aggregate gross proceeds of up to $5M.

The net proceeds of the Offering will be used to further Mayfair’s successful exploration program in addition to environmental, metallurgical and engineering studies at the Fenn-Gib gold project in the Timmins region of Ontario. A portion of the net proceeds of the Shares issued under the Offering will be reserved for working capital. Finders’ fees may be payable on a portion of the Offering.

All proceeds from the sale of the FT Shares will be used for expenditures which qualify as Canadian Exploration Expenses (“CEE”) within the meaning of the Income Tax Act (Canada). The Company will renounce such CEE expenditures with an effective date of no later than December 31, 2022.

The shares issued under the Offering will be subject to a four-month hold period. The Offering of FT Shares is expected to close on or before December 20, 2022, and the Offering of Shares is expected to close on or about December 31, 2022. The Offering is subject to customary closing conditions, including approval from the TSX.V.

This press release is not an offer of common shares for sale in the United States. The Shares may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the US. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. Mayfair will not make any public offering of the Shares in the United States. The Shares have not been and will not be registered under the U.S. Securities Act, or any state securities laws.

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 including a pit constrained Indicated Resource of 118.07M tonnes containing 3.06M ounces at a grade of 0.81 g/t Au; a pit constrained Inferred Resource of 13.8M tonnes containing 0.31M ounces at a grade of 0.70 g/t Au; and an underground Inferred Resource of 1M tonnes containing 0.104M ounces at a grade of 3.22 g/t Au. (Source: Garth Kirkham, P. Geo., of Kirkham Geosystems Ltd., who is deemed a qualified person as defined by NI 43-101, effective date October 15, 2022). The Fenn-Gib deposit has a strike length of approx. 1.25km with widths ranging up to 300m. The gold mineralized zones remain open at depth and along strike to the east and west. Recently completed metallurgical tests confirm that the Fen-Gib deposit can deliver robust gold recoveries of up to 94%.

For further information contact:

Patrick Evans, President and CEO
Email: patrick@mayfairgold.ca
Phone: (480) 747-3032
Web: 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. 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 impact and progression of the COVID-19 pandemic and other factors. 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.

FAQ

What is the total gross proceeds expected from Mayfair Gold's private placements?

The total gross proceeds expected from the private placements is up to $8 million.

What is the price of the flow-through shares offered by Mayfair Gold?

The price of the flow-through shares offered by Mayfair Gold is $1.66 each.

What will the proceeds from the offerings be used for?

The proceeds will be used for exploration, environmental, metallurgical, and engineering studies at the Fenn-Gib gold project.

When is the expected closing date for the offerings?

The offering of flow-through shares is expected to close on or before December 20, 2022, while the offering of regular shares is expected to close on or about December 31, 2022.

What are the Canadian Exploration Expenses related to Mayfair Gold's offering?

All proceeds from the sale of the flow-through shares will be allocated to expenditures qualifying as Canadian Exploration Expenses.