MFG Mayfair Gold Corp

Mayfair Gold Corp. (“Mayfair” or the “Company”) (TSX-V: MFG; OTCQB: MFGCF) today published a letter to shareholders from the Independent Chairman of its Board of Directors, Harry Pokrandt. The letter summarizes the recent actions the Company’s Board of Directors (the “Board”) has taken to protect the Company and its stakeholders over the course of the proxy contest with Muddy Waters Capital LLC (“Muddy Waters”), set to culminate at the upcoming Annual General and Special Meeting of Shareholders to be held on June 5, 2024 (the “Meeting”). The full text of the letter follows.

Dear Valued Shareholder,

We have now reached the final days before you must make a decision on the future of your company. If you have not yet voted, please do so and submit your vote as soon as possible to meet the deadline of Monday, June 3 at 2:00 p.m. (Pacific time). It is important that all voices are heard.

A large volume of information has been made available to you since the initiation of the proxy contest by Muddy Waters in late March. Many misleading statements have been made by Muddy Waters. On behalf of my colleagues on the Board, I would like to recap some of the most significant developments of the past few months.

The Board’s obligation is to consider the interests of the Company. In doing so, the Board may look to the interests of various stakeholders, including shareholders, employees and contractors, creditors, governments, including First Nations, and the environment. I am enormously proud of the way our Company has respected and balanced the needs of each of these groups over the past several years, and in particular, during this proxy contest. I believe we have done everything in our power to honour our commitments and account for a diverse set of interests.

We have maintained open communications with the local communities most affected by our operations, including the Apitipi Anicinapek Nation (the “AAN”) on whose territory the Fenn-Gib Project is located. The AAN has expressed its disappointment that Muddy Waters has made no efforts to contact them, despite the fundamental risks that may pose to the continuation of the project.

When our senior employees moved to terminate their employment, on the basis that the actions of Muddy Waters constituted a change of control event under their employment contracts, we reached a settlement agreement to ensure they remain in their positions until at least the date of the Meeting. In that regard, we have been diligent in honouring Mayfair’s contracts with the individuals who have contributed so much of their time and expertise to create value for all stakeholders. It is worth noting that no independent director stands to benefit from any change of control payments; to the contrary, we have all been threatened with litigation for causing the Company to respect its contractual obligations and seeking to protect the interest of all stakeholders, particularly minority shareholders and employees.

Ultimately, Mayfair’s future will be decided by its shareholders. To this group, the Board has demonstrated a firm commitment in recent months, including:

• First and foremost, we maintained the focus on running the Company despite the significant distractions, highlighted by the appointment of a Vice President, Technical Services, the initiation of a pre-feasibility study at Fenn-Gib, the initiation of a major environmental field program in support of permitting, and the preservation of management continuity.
• We duly considered all proposals brought forward by a subset of our shareholders led by Muddy Waters, making every effort to engage with them in a constructive manner, while avoiding their requests to deviate from sound governance practices such as undertaking a basic screening process for proposed directors.
• We initiated multiple attempts to negotiate a settlement with Muddy Waters that could avoid the potential turmoil of the departure of the entire senior team, but to no avail.
• We fought to preserve your right to vote for the directors of your choice at the Meeting.
• We have striven for full transparency in our disclosure materials so that shareholders have complete information about the implications of their vote.
• Equally important, we have called attention to the inadequate disclosure from Muddy Waters and the unacceptable risks to the Company should their proposals and nominees prevail.

• We sought and accepted the advice of legal counsel to help us remain in compliance with all applicable legal requirements and governance principles.

Our position on each of these points has been fully validated by two separate independent proxy advisors, ISS and Glass Lewis, who specialize in reviewing information in proxy contests like this one and make voting recommendations. Both firms issued reports recommending that shareholders vote for the management resolutions in their entirety, and against all Muddy Waters resolutions.

Throughout this period, our sole motivation has been a sincere desire to do what we consider to be in the best interest for Mayfair Gold and its multiple stakeholder groups. There has been no attempt at entrenchment by the Board. We take our fiduciary obligations seriously.

Thank you for your continued support.

	Very truly yours,
	(signed) “Harry Pokrandt”Harry PokrandtChairman

Vote for Experience. Vote the WHITE Proxy Card.

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 management information circular dated May 6, 2024, 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 CEOPhone: (416) 670-5114Email: patrick@mayfairgold.caWeb: www.mayfairgold.ca

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

For information on voting:Alliance Advisors, LLC Phone: 1-844-858-7380Email: 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 risks to the Company from Muddy Waters’ proposals and nominees. 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.