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Mayfair Gold Corp. Files Final Prospectus





 Vancouver, British Columbia – TheNewswire - March 5, 2021 – Mayfair Gold Corp. (“Mayfair” or the “Company”) is pleased to announce that it has obtained a receipt for its final prospectus (the “Prospectus”) filed with the securities regulatory authorities in each of the provinces and territories of Canada, except for Quebec, in connection with its initial public 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.  

A copy of the Prospectus in respect of the Offering is available on SEDAR at www.sedar.com.

Eight Capital (as lead underwriter), PI Financial Corp., and Clarus Securities Inc. are acting as underwriters (together, the “Underwriters”) for the Offering. The Company has granted an over-allotment option (the “Over-Allotment Option”) to the Underwriters to sell, as Underwriters of the Company, up to an additional 1,191,900 Common Shares at the Offering Price (the “Additional Shares”) to cover any over-allocation position as at the closing of the Offering (the “Closing”). The Over-Allotment Option is exercisable, in whole or in part, at any time for a period of 30 days from Closing.

The Company and the Underwriters anticipate closing of the Offering will occur on or around March 11, 2021 and is subject to customary closing conditions, including the receipt of all necessary regulatory approvals. Mayfair has received conditional listing approval from the TSX Venture Exchange (the “TSXV”) for listing of its Common Shares. Listing remains subject to Mayfair fulfilling customary TSXV requirements.

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: patrick@mayfairgold.ca
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, and the listing of the Common Shares on the TSXV.

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 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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