Vancouver, British Columbia – TheNewswire – February 9, 2021 – Mayfair Gold Corp. (“Mayfair” or the “Company”) is pleased to announce that it has filed an amended and restated preliminary prospectus (the “Amended and Restated Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces and territories of Canada, except Quebec, amending its preliminary prospectus dated January 13, 2021. The Amended and Restated Preliminary Prospectus has been filed in respect of an offering (the “Offering”) of:

  1. (i) 4,215,000 common shares (“Common Shares”) at a price of $1.85 per Common Share (the “Offering Price”) for gross proceeds of $7,797,750; and  

  2. (ii) 3,731,000 Common Shares issued as “flow-through shares” (“FT Shares”) within the meaning of the Income Tax Act (Canada) (the “Tax Act”) at a price of $2.62 per FT Share for gross proceeds of $9,775,220.  

It is expected that Eight Capital, in its capacity as lead underwriter, and a syndicate of underwriters (collectively, the “Underwriters”) will enter into a definitive underwriting agreement (the “Underwriting Agreement”) with the Company upon the completion of the marketing of the Offering and prior to or in connection with the filing of a final prospectus relating to the Offering. The Company has granted to the Underwriters an over-allotment option exercisable for a period of 30 days from the closing of the Offering to sell up to an additional 1,191,900 Common Shares (representing 15% of the Common Shares and FT Shares offered pursuant to the Offering) at the Offering Price.

The Company anticipates using the proceeds of the Offering to fund exploration and development activities on its Fenn-Gib Property, located in Ontario. In connection with the subscription of the FT Shares under the Offering, the Company will undertake to incur expenses which qualify as Canadian exploration expenses (“CEE”) and “flow-through mining expenditures”, as such terms are defined in the Tax Act, in a timely manner so as to enable the Company to renounce such CEE, in favour of subscribers of FT Shares, in an amount equal to the aggregate purchase price of the FT Shares paid by such subscribers.

In connection with the Offering, Mayfair has also applied to list the Common Shares on the TSX Venture Exchange (the “TSXV”). Listing will be subject to the Company fulfilling all of the listing requirements and conditions of the TSXV, including prescribed distribution and financial requirements.

Completion of the Offering is subject to, among other things, the receipt of customary approvals, including regulatory approvals.

The Amended and Restated Preliminary Prospectus contains important information relating to the Offering and is subject to completion and/or amendment. A copy of the Amended and Restated Preliminary Prospectus is available under Mayfair’s SEDAR profile at www.sedar.com. There will not be any sale or any acceptance of an offer to buy any Common Shares or FT Shares until a receipt for the final prospectus has been issued by the relevant securities commissions in Canada.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The Common Shares (including FT Shares) 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. Accordingly, the Common Shares (including FT Shares) may not be offered or sold within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Mayfair in any jurisdiction in which such offer, solicitation or sale would be unlawful.

On Behalf of the Board of Directors of Mayfair Gold Corp.,

Patrick Evans
Chief Executive Officer and Director

About Mayfair

Mayfair is a British Columbia, Canada based mineral exploration company focused on the exploration of the Company’s 100% owned Fenn-Gib Property. The Fenn-Gib Property consists of 21 fee simple patented properties, 144 unpatented mining claims, and 153 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada.

For Further Information Contact:

Investor Relations
Email: [email protected]
Phone: (416) 670-5114
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. In particular and without limitation, this news release contains forward-looking statements pertaining to the Offering and the successful completion thereof, the entering into of the Underwriting Agreement, the anticipated use of proceeds of the Offering, the renunciation of CEE in respect of FT Shares, the filing of a final prospectus and the Company’s proposed TSXV listing.

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, failure to complete the Offering, the impact and progression of the COVID-19 pandemic and other factors set forth under “Forward-Looking Statements” and “Risk Factors” in the Amended and Restated Preliminary Prospectus. 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.

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