Mayfair Gold Announces that Certain Employees May Withdraw Notices of Termination under Change of Control to Continue Employment with the Company

Mayfair Gold Corp. (" Mayfair " or the " Company ") ( TSX-V: MFG; OTCQB: MFGCF ) announces that it has received correspondence from all Terminating Employees (as defined below) except Patrick Evans, that they may be willing to rescind their Terminating Notices (as defined below) and direct that their respective portions of the Change of Control Payment (as defined below), totaling approximately $2.47 million, be returned to the Company if acceptable settlement terms are reached.

Terminating Employees and Change of Control Payments

As previously disclosed by the Company, on May 1, 2024, Patrick Evans (CEO), Justin Byrd (CFO), Howard Bird (VP Exploration) and certain other employees (the "Terminating Employees") delivered notices (the "Terminating Notices") to the board of directors of the Company (the "Board") terminating their respective employment agreements pursuant to change of control provisions in their respective employment agreements. On May 6, 2024, the Company, having received independent legal advice, entered into a settlement agreement (the "Settlement Agreement") with the Terminating Employees, whereby the Terminating Employees agreed to hold in abeyance their Terminating Notices and continue their employment with the Company up to the Company's annual and special general meeting of shareholders (the "Meeting") to be held on June 5, 2024. Pursuant to the Settlement Agreement, the Company delivered approximately $4.0 million (the "Change of Control Payment") into trust until completion of the Meeting.

On May 27, 2024, Muddy Waters Capital LLC ("Muddy Waters") obtained an ex parte order from the Supreme Court of British Columbia restricting the distribution of the Change of Control Payment.

The Company announces that it has received correspondence from all Terminating Employees except Patrick Evans that they may be willing to rescind their Terminating Notices, continue their employment relationship with the Company and direct that their respective portions of the Change of Control Payment, totaling approximately $2.47 million, be returned to the Company if acceptable settlement terms are reached. Such settlement terms include a release and waiver from the Company in favour of such Terminating Employees. There is no assurance a settlement will be reached between the parties, that any of the Terminating Employees will rescind their Terminating Notices or that any portion of the Change of Control Payment will be returned to the Company.

For more information regarding the Terminating Employees, the Settlement Agreement and Muddy Waters' ex parte order, please see the Company's management information circular dated May 6, 2024 (the "Circular") and the Company's news releases dated May 29, 2024 and May 9, 2024.

Proxy Contest

The Board advises shareholders to vote the WHITE Proxy or voting instruction form well in advance of the deadline at 2:00 p.m. (Pacific time) on June 3, 2024, in connection with the upcoming Meeting. Shareholders who have any questions relating to the Meeting or about the completion and delivery of the WHITE Proxy or voting instruction form, may contact Alliance Advisors, LLC by telephone at 844-858-7380 or email at Mayfair@allianceadvisors.com.

Additional details relating to the matters to be voted upon at the Meeting and the Board's recommendations are included in the Circular, which is available on www.sedarplus.ca, as well as the Investor Resources section of the Company's website at https://mayfairgold.ca/investor-resources/.

Scientific and Technical Information

Scientific and technical information contained in this news release has been derived, in part, from the Company's technical report titled " National Instrument 43 101 Technical Report Fenn–Gib Project, Ontario, Canada " with an effective date of April 6, 2023 and reviewed and approved by Tim Maunula, an independent "qualified person" pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

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. 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 CEO
Phone: (416) 670-5114
Email: patrick@mayfairgold.ca
Web: www.mayfairgold.ca

Media contact:
John Vincic, Oakstrom Advisors
Phone: (647) 402-6375
Email: john@oakstrom.com

For information on voting:
Alliance Advisors, LLC
Phone: 1-844-858-7380
Email: Mayfair@allianceadvisors.com

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 return of any portion of the Change of Control Payment to the Company; that a settlement will be reached with any of the Terminating Employees; that any of the Terminating Employees will continue their employment relationship with the Company; or that a release and waiver will be provided by either of Muddy Waters or 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. 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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Mayfair Gold (TSXV:MFG)

Mayfair Gold Corp.

Prudently advancing the Fenn-Gib gold project in the Timmins gold district of Ontario

Prudently advancing the Fenn-Gib gold project in the Timmins gold district of Ontario Keep Reading...

Investor Insight

Mayfair Gold is progressing its 100 percent-owned Fenn-Gib gold project toward production, with a development plan anchored by a robust 2026 pre-feasibility study (PFS). The company’s strategy emphasizes a smaller scale mine designed to accelerate permitting through Ontario’s One Project One Process platform and exploit near surface high-margin ounces in a capital efficient manner. The PFS only corresponds to 24 percent of the indicated gold resource leaving meaningful optionality for long term growth coupled with exploration upside across a broader land package.

Overview

Mayfair Gold (TSXV:MFG,NYSE American:MINE) is a development-stage company with the primary objective of advancing the Fenn-Gib gold project — a large, bulk-tonnage open-pit deposit located in one of Canada’s most prolific gold districts. The company’s technical team is executing on provincial permitting, Indigenous consultation, engineering and ongoing exploration to expand mineralization beyond the current pit constraints.

Mayfair Gold Fenn Gib Gold project location


Mayfair Gold’s flagship Fenn-Gib gold project is located within the established Timmins Gold District in Ontario, which has produced more than 100 million ounces of gold historically.

The PFS, prepared in accordance with NI 43-101 standards and filed in January 2026, outlines a base-case economic model with an after-tax NPV (5 percent) of C$652 million and an IRR of 24 percent, using conservative gold prices, and demonstrates rapid payback potential. Under a spot price scenario, project economics improve markedly, underscoring the asset’s leverage to higher gold prices. With over $200 million in annual free cash flow once in operation the company will have a robust source of capital to fund growth initiatives.

Company Highlights

  • Robust Pre-feasibility Study: The 2026 PFS highlights compelling returns on a modest initial throughput design while leveraging a large resource base.
  • High-grade Early Focus: The staged plan targets higher-grade, near-surface material to optimize permitting timelines, construction risk, financing, and ultimately accelerate value capture.
  • Strategic Location: Fenn-Gib sits on the highly prospective Timmins Gold District, Ontario — a tier-one mining jurisdiction with established infrastructure and a long history of mining-related activity and supportive communities.
  • Strong Financial Backing: The company has a committed shareholder base, including Muddy Waters, Heeney Capital, Oaktree and Nokomis. With a tight share structure and strong Insider ownership of 36% there is clear alignment for long-term shareholder value creation.
  • Exploration Optionality: Mineralization at Fenn-Gib remains open at depth and along strike, with multiple underexplored targets identified across the property. This includes a Southern Block that has not been explored but sits directly on the prolific Porcupine-Destor fault.
  • Long-term optionality: With a truncated timeline to production the company will be in an advantageous spot for growth initiatives that can be funded with free cash flow.
  • CEO Drew Anwyll is an experienced mine builder; he successfully permitted the Marathon PGM project in Ontario and was a senior executive during the construction, commissioning and start-up of Detour Lake, Canada’s largest gold mine.

Key Project

Fenn-Gib Gold Project

Fenn-Gib is Mayfair’s flagship asset, encompassing a significant indicated mineral resource of 181.3 million tonnes grading 0.74 g/t gold for 4.3 million contained ounces, and additional inferred ounces. The project benefits from excellent access via Highway 101 and proximity to regional mining services.

The 2026 PFS centers on a 4,800 tonnes-per-day open-pit operation designed to process approximately 1.04 million ounces of gold, representing 24 percent of the total resource and reflecting a conservative, execution-oriented approach. Highlights from the study include:

  • After-tax NPV (5 percent) of C$652 million and IRR of 24 percent at a base case gold price of US$3,100/oz.
  • After-tax NPV of C$1.37 billion and IRR of 38 percent at current spot gold prices.
    2.7-year payback period on initial capital costs under the base case (1.7 year payback at January 2026 prices)

Mayfair Gold 2026 Pre-feasibility Study Highlights

Mayfair Gold’s late-2025 grade control program at the Fenn-Gib Project confirmed about 1 million tonnes of ore-grade material, equal to roughly 25% of Phase 1’s planned design and consistent with probable reserves outlined in the PFS. Ongoing 2026 activities include encompassing process plant and infrastructure design optimization, evaluating grade control and condemnation drilling results. The company said it is focused on taking a practical path toward construction and production for Fenn-Gib in an expedited timeframe.

In addition to economic studies and active dialogue with Indigenous stakeholders, the company has executed engineering contracts with industry providers to support mine planning, processing design, environmental baseline work, and tailings/water management — positioning the project for upcoming acceptance into the 1P1P permitting framework in 2026 and potential construction decision in 2028.

Exploration Potential

Beyond the defined pit shell, Fenn-Gib hosts multiple zones including the Main Zone, Deformation Zone, and Footwall Zone, with geological continuity extending along strike and at depth. Newly identified targets such as the Southern Block along the Porcupine Destor-Fault present opportunities for future discovery drilling and resource expansion.

Management Team

Drew Anwyll — Chief Executive Officer

Drew Anwyll is a professional engineer with over 30 years of global mining experience in both project and operations leadership. His background includes senior technical and operating roles at Generation Mining, Detour Gold, Barrick Gold and Placer Dome. Anwyll’s track record includes leadership through permitting, construction, commissioning, and operational phases, anchoring Mayfair’s operational planning and execution.

Kevin Annett — Chief Financial Officer

Kevin Annett is a seasoned mining finance executive with over 15 years of experience spanning project construction, operations, and corporate leadership. He most recently served as Chief Financial Officer, North America at Barrick Mining Corporation, where he led financial strategy, planning, and governance for the company's largest region, with a strong focus on disciplined capital allocation and value creation. Earlier in his career, he held progressively senior roles across Barrick and Detour Gold.

Desmond Tranquilla – Chief Project Officer

Desmond Tranquilla is a seasoned mining executive and professional engineer with over 35 years of experience in project development, construction, operations, and strategic leadership. He previously served as Vice President, Projects at Canada Nickel Company, where he made significant contributions towards advancing the Crawford Nickel Project. He has also led significant potash expansions in Saskatchewan, alongside major developments such as Vale's C$1.6 billion Atmospheric Emission Reduction Project and the C$1.5 billion Detour Lake Mine Project.

Ruben Wallin – Senior Vice President, Sustainability

Ruben Wallin has over 30 years of experience in mining operations, environmental stewardship, permitting, government relations and community engagement. He recently served as Vice President, Sustainability at Generation Mining, where he played a key role in advancing the environmental approvals for the Marathon Project. Combining technical engineering education with corporate and site-level experience on major mining projects and operations, he also held positions with companies such as Placer Dome, Osisko and Detour Gold.

Zayem Lakhani — Vice President, Corporate Development and Strategy

Zayem Lakhani brings more than 17 years of expertise in investment management, equity research, and corporate development. Before joining Mayfair, he served as portfolio manager and head of Canadian equities at HSBC Global Asset Management, where he oversaw the investment process for approximately $4 billion in capital across diverse strategies. Lakhani brings a unique network and an investor’s perspective to help position the company’s story.

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