MAYFAIR COMPLETES PRIVATE PLACEMENT WITH KEVIN ANNETT

Mayfair Gold (NYSE American: MINE) completed a private placement with CFO Kevin Annett on April 16, 2026.

Rhea-AI Summary

Mayfair Gold (NYSE American: MINE) completed a private placement with CFO Kevin Annett on April 16, 2026. Mr. Annett purchased 58,000 common shares at C$4.38 per share for gross proceeds of C$254,040.

The company expects to use proceeds to advance the Fenn-Gib gold project in Ontario. Shares are subject to a 4-month-and-one-day hold expiring August 17, 2026. Mayfair relied on exemptions under MI 61-101 for valuation and minority approval and did not file a 21-day advance material change report because the insider placement was not confirmed earlier.

Positive

• Insider participation: CFO acquired 58,000 shares
• Raised C$254,040 to fund Fenn-Gib project

Negative

• Related-party transaction required MI 61-101 exemptions
• No 21-day advance material change report was filed

Argus Apr 17 session

+0.94% close to close Open Argus

Details

News Market Reaction – MINE

On Apr 17, the first trading day after this news, MINE closed 0.94% above the previous close.

Data tracked by StockTitan Argus for the Apr 17 session.

Market Context

This announcement details a small insider-led private placement, with the CFO purchasing 58,000 shar...

Analysis

This announcement details a small insider-led private placement, with the CFO purchasing 58,000 shares at C$4.38 for gross proceeds of C$254,040, subject to a hold period until August 17, 2026. It follows recent steps to advance the Fenn-Gib project through drilling, permitting, and strategic hires. Investors may track future financing arrangements, project execution milestones, and additional insider participation as indicators of ongoing commitment and capital needs.

Key Figures

Private placement shares: 58,000 shares Placement price: C$4.38 per share Gross proceeds: C$254,040 +3 more

Private placement shares

58,000 shares

Insider private placement with CFO Kevin Annett

Placement price

C$4.38 per share

Price paid by CFO in private placement

Gross proceeds

C$254,040

Total proceeds from insider private placement

Hold period

4 months and 1 day

Regulatory hold on placement shares

Hold expiry date

August 17, 2026

End of hold period for placement shares

Related party threshold

25% of market capitalization

MI 61-101 exemption threshold referenced

Historical Context

5 past events · Latest: Apr 07

5 events

1. Apr 07

   CFO appointment & financing

   24h Move

   -0.9%

   Appointed new CFO and announced small private placement and option grants.

2. Apr 02

   Property acquisition

   24h Move

   +1.3%

   Agreed to acquire adjacent properties to expand Fenn-Gib land package.

3. Feb 11

   Drill results update

   24h Move

   +4.6%

   Reported initial grade control drilling showing modest grade improvement vs model.

4. Feb 05

   Permitting milestone

   24h Move

   -7.9%

   Submitted Notice of Project Status to advance Fenn-Gib toward potential production.

5. Feb 03

   Strategic advisor hire

   24h Move

   +2.5%

   Added experienced strategic advisor to support plant design and construction readiness.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, hold period, related party transaction, multilateral instrument 61‐101

4 terms

private placement financial

"it has completed its previously announced private placement with Kevin Annett"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

hold period regulatory

"The Shares are subject to a 4-month and one day "hold period" as prescribed"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

related party transaction regulatory

"his acquisition of the Shares was a "related party transaction" within the meaning"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

multilateral instrument 61‐101 regulatory

"within the meaning of that term in Multilateral Instrument 61‐101 – Protection of"

A Canadian securities regulation that sets rules to protect minority shareholders when a company undertakes major deals or transactions involving insiders or large shareholders. It acts like an impartial referee by requiring extra disclosures, independent valuations and, in many cases, a vote by unaffected shareholders so small investors get clearer information and a chance to approve or block deals that could disproportionately benefit insiders.

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VANCOUVER, BC, April 16, 2026 /PRNewswire/ - Mayfair Gold Corp. ("Mayfair", "Mayfair Gold" or the "Company") (TSXV: MFG) (NYSE American: MINE) is pleased to announce that it has completed its previously announced private placement with Kevin Annett, Chief Financial Officer of the Company.

Mr. Annett acquired 58,000 common shares of the Company (the "Shares") at a price of C$4.38 per Share for gross proceeds of C$254,040. The Company expects to use these proceeds towards advancing the Fenn-Gib gold project in Ontario. The Shares are subject to a 4-month and one day "hold period" as prescribed by applicable securities laws and the policies of the TSX Venture Exchange, expiring on August 17, 2026.

Mr. Annett is an insider of the Company (the "Insider") and thus his acquisition of the Shares was a "related party transaction" within the meaning of that term in Multilateral Instrument 61‐101 – Protection of Minority Shareholders in Special Transactions ("MI 61‐101"). The Company is relying on the exemptions from the formal valuation requirement set out in section 5.5(a) of MI 61‐101 and the minority shareholder approval requirement set out in section 5.7(1)(a) of MI 61‐101 on the basis that, at the time the private placement was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Shares, exceeded 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days in advance of the closing as the private placement with the Insider had not been confirmed at that time.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this press release.

About Mayfair Gold

Mayfair Gold is a Canadian gold development stage company focused on advancing the 100% controlled Fenn-Gib Project in the Timmins region of Northern Ontario. The Project's pre-feasibility study (the "PFS") outlines the potential to develop Fenn-Gib into a new Canadian gold producer for initial development capital of C$450 million, with a base case payback period of 2.7 years and cumulative free cash flow of C$896 million over the first six years of production based on a US$3,100/oz gold price. The Company is advancing permitting activities, detailed engineering and stakeholder engagement with the goal of starting construction in 2028 with initial production in 2030. See the Company's news release dated January 8, 2026, titled "Mayfair Delivers Robust Pre-Feasibility Study for the Fenn-Gib Gold Project" for further information.

The scientific and technical content of this news release was reviewed, verified, and approved by Drew Anwyll, P.Eng., M.Eng., Chief Operating Officer of the Company, and a Qualified Person as defined by Canadian Securities Administrators' National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

Cautionary Statement Regarding Forward-Looking Information

This news release contains forward-looking information within the meaning of Canadian securities legislation and forward-looking statements within the meaning of United States 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. Forward-looking statements in this news release include, but are not limited to, the expected use of proceeds and all disclosure related to the PFS, including expected commencement of construction and production. The Company believes that the expectations reflected in those forward-looking statements are reasonable but 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. Such risks and uncertainties include, but are not limited to, those risk factors set out in the Company's annual information form and Form 40-F for the financial year ended December 31, 2025 available under the Company's profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, respectively. 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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/mayfair-completes-private-placement-with-kevin-annett-302745454.html

SOURCE Mayfair Gold Corp.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Mayfair (MINE) announce about the April 16, 2026 private placement with CFO Kevin Annett?

Mayfair completed a private placement in which CFO Kevin Annett bought 58,000 shares at C$4.38 each. According to the company, the sale raised C$254,040 to be used to advance the Fenn-Gib gold project in Ontario.

How will the proceeds from the MINE private placement be used and what is the amount?

The company will apply the proceeds of C$254,040 toward the Fenn-Gib gold project. According to the company, funds are intended specifically to advance exploration and project activities in Ontario.

Are the shares bought by Kevin Annett subject to any holding period and when do they free trade?

Yes, the shares are subject to a 4-month-and-one-day hold period, expiring on August 17, 2026. According to the company, the hold period follows applicable securities laws and TSXV policies.

Why did Mayfair rely on MI 61-101 exemptions for the related-party private placement involving MINE?

Mayfair relied on exemptions because at agreement time neither the subject matter nor consideration exceeded 25% of market capitalization. According to the company, this removed the need for formal valuation and minority-solicitation requirements.