Mayfair Gold announces that certain employees have withdrawn notices of termination under the change of control and continue employment with the company

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MATHESON, Ontario, June 05, 2024 (GLOBE NEWSWIRE) — Mayfair Gold Corp. (“Mayfair“or”company“) (TSX-V:
MFG;
OTC QB:
MFGCF) announces that it has received notifications (“Cancellation Notices”) of all Terminating Employees (as defined below) other than Patrick Evans, who have rescinded their Termination Notices (as defined below), will continue their employment with the Company and direct that the portions their respective Change of Control payments (as defined below), totaling approximately $2.47 million, be returned to the Company by the trust.

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Termination of Employees and Change in Payment Control

As previously disclosed by the Company, on May 1, 2024, Patrick Evans (CEO), Justin Byrd (CFO), Howard Bird (VP Exploration) and certain other employees (“Employees who leave their jobs”) notices submitted (“Notices of Termination”) on the board of directors of the Company (“BOARD”) termination of their respective employment agreements in accordance with the change of control provisions in their respective employment agreements. On May 6, 2024, the Company, after obtaining independent legal advice, entered into a settlement agreement (“Settlement Agreement”) with the Terminating Employees, where the Terminating Employees agreed to hold their Termination Notices in abeyance and continue their employment with the Company until the Company’s annual general and special meeting of stockholders (“meeting”) to be held on June 5, 2024. Pursuant to the Settlement Agreement, the Company delivered approximately $4.0 million (“Change Payment Control”) in trust until the end of the Meeting.

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The Company announces that prior to the meeting, it has received Severance Notices from all of the Terminating Employees, except Patrick Evans, that they have rescinded their Severance Notices, will continue their employment with the Company, and will direct that the portions of their respective Change of Control Payments, totaling approximately $2.47 million, will be returned to the Company. Patrick Evans’ share of the change of control payment, as detailed in the Settlement Agreement, remains in trust in accordance with the terms of the Settlement Agreement.

For more information regarding the Terminated Employees and the Settlement Agreement, please see the Company’s management information circular dated May 6, 2024 (“Circular”) and the Company’s news releases dated June 4, 2024, May 29, 2024 and May 9, 2024.

Proxy contest

Stockholders who have any questions regarding the Meeting to be held at 2:00 p.m. PST on June 5, 2024 may contact Alliance Advisors, LLC by telephone at 844-858-7380 or by email at Mayfair@allianceadvisors.com.

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

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Scientific and Technical Information

The scientific and technical information contained in this announcement is partially derived from the Company’s technical report entitled “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 – Discovery standards for mineral projects.

Around 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 main asset and currently awaits an updated NI 43-101 resource estimate with an effective date of 6 April 2023 with a total indicated resource of 113.69 million tonnes containing 3.38 million ounces at a grade of 0.93 g/t Au and an inferred resource of 5.72 million tonnes containing 0.16 million ounces at a grade of 0.85 g/t Au at a grade of 0.40 g/t Ouch. The Fenn-Gib deposit has a strike length of over 1.5 km with a width ranging over 500 m. 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 provide robust gold recoveries of up to 94%.

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ON BEHALF OF THE BOARD OF DIRECTORS

For further information contact:
Patrick Evans, President and CEO
Phone: (416) 670-5114
Email: patrick@mayfairgold.ca
Website: www.mayfairgold.ca

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

For information about 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”) related to Mayfair’s current expectations and views about future events, including the return of any portion of the change of control payment to the company; and that any of the Terminated Employees will continue their employment with the Company. Forward-looking statements and may involve estimates, assumptions and uncertainties that could cause actual results or results 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 contained in this news release should not be unduly relied upon. These statements speak only as of the date of this announcement.

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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 expressed or implied by such statements. forward-looking. 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 required by law. New factors arise from time to time and it is not possible for Mayfair to predict all of them, or to estimate the impact of each such factor or the extent to which any factor, or combination of factors, could cause results to differ materially. from them. included in any forward-looking statements. 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 Service 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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