MAYFAIR GOLD ENTERS INTO C$310 MILLION ENGAGEMENT LETTER AND NON-BINDING PROJECT FINANCING AND EQUITY INVESTMENT TERM SHEET WITH MACQUARIE FOR FENN-GIB

The proposed facility would fund most of Fenn-Gib’s estimated initial development capital but remains non-binding.

Rhea-AI Summary

Mayfair Gold (MINE) has entered financing agreements with Macquarie for a proposed package of up to C$310 million. The package combines a C$10 million equity subscription at C$4.26 per share, a 10% premium to the five-day volume-weighted average trading price through September 30, 2026, with a proposed C$300 million project finance facility for Fenn-Gib.

The facility would fund most of the C$450 million estimated initial development capital and includes a C$25 million early draw expected at closing. Interest would be Adjusted Term CORRA plus 4.75% annually, falling to plus 4.25% after project completion. Macquarie would receive gold purchase rights at a published reference price less US$50 per ounce. The facility term sheet is non-binding, subject to due diligence, independent engineer review and definitive agreements; the equity investment requires Exchange approvals.

5 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 8 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointC$10 million equity subscription signed with Macquarie to support Fenn-Gib development.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed C$300 million facility would fund most of Fenn-Gib’s C$450 million estimated initial development capital.
• Minor pointC$4.26 subscription price represents a 10% premium to five-day volume-weighted average trading price through September 30, 2026.
• Minor point. Forward-looking: it has not happened yet and may not happen.C$25 million early draw expected at closing would fund early works, long-lead equipment and detailed engineering.
• Minor point. Forward-looking: it has not happened yet and may not happen.Up to C$20 million construction interest could be capitalized within the proposed facility.

Negative

• Moderate pointNon-binding facility term sheet remains subject to due diligence, independent engineer review and definitive documentation.
• Moderate point. Forward-looking: it has not happened yet and may not happen.C$10 million common-share investment at C$4.26 would dilute existing shareholders and requires Exchange approvals.
• Minor point. Forward-looking: it has not happened yet and may not happen.Proposed facility interest is Adjusted Term CORRA plus 4.75% annually, falling to plus 4.25% after project completion.
• Minor point. Forward-looking: it has not happened yet and may not happen.Quarterly debt repayments would begin six months after commercial production starts.
• Minor point. Forward-looking: it has not happened yet and may not happen.Full debt repayment due within 72 months after initial facility drawdown following the early drawdown tranche.

3 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.First-ranking security over Fenn-Gib would secure the proposed facility.
• Minor point. Forward-looking: it has not happened yet and may not happen.Gold purchase rights cover the first 50,000 ounces annually, maximum 300,000 ounces, at reference price less US$50/ounce.
• Minor point. Forward-looking: it has not happened yet and may not happen.50% of gold purchase rights vest with engagement signing and equity closing; the remainder vest at facility closing.

News Explained

If completed, the facility would put Fenn-Gib under first-ranking security, with full repayment due no later than 72 months after initial drawdown.

The project-finance term sheet is non-binding; its gold offtake right would cover the first 50,000 ounces produced each year, capped at 300,000 ounces, at a published reference price less US$50 per ounce. 50% of the right vests on signing the engagement letter and closing the equity investment; the remaining 50% vests only if the facility closes.

If completed, the facility would have first-ranking security over the Project. Quarterly repayments would begin six months after commercial production starts, with full repayment due no later than 72 months after initial drawdown following the early-draw tranche.

Key Figures

Proposed financing package: Up to C$310 million Strategic equity investment: C$10 million Project finance facility: C$300 million +5 more

Proposed financing package

Up to C$310 million

C$10 million equity investment plus a proposed C$300 million project finance facility

Strategic equity investment

C$10 million

Subscription agreement; shares priced at C$4.26, a 10% premium to the 5-day VWAP

Project finance facility

C$300 million

Non-binding term sheet; includes up to C$20 million of capitalized interest

Early drawdown tranche

C$25 million

Proposed to be available on closing

Interest rate

Adjusted Term CORRA + 4.75% per annum; + 4.25% after project completion

Proposed Facility

Gold offtake

50,000 ounces per year, up to 300,000 ounces; reference price less US$50 per ounce

Macquarie offtake right under the financing package

Facility repayment deadline

72 months

No later than 72 months after initial drawdown following the early drawdown tranche

Initial development capital

C$450 million

2026 Pre-Feasibility Study estimate; benchmark for the proposed financing

Key Terms

corra, volume-weighted average trading price, capitalized interest, non-gaap financial measures

4 terms

corra financial

"Adjusted Term Canadian Overnight Repo Rate Average "CORRA" plus 4.75% per annum"

CORRA is the Canadian Overnight Repo Rate Average, a short-term benchmark that reflects the typical cost of secured overnight borrowing in Canada’s money market. Investors use it like a thermometer for short-term interest conditions: changes in CORRA shift expectations for borrowing costs and return benchmarks, which influences pricing on floating-rate loans, bonds, derivatives and the financing costs of companies.

volume-weighted average trading price financial

"5-day volume-weighted average trading price of the Company's common shares"

Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.

capitalized interest financial

"inclusive of up to C$20 million capitalized interest"

Capitalized interest is the interest that is added to the total amount of a loan or project cost instead of being paid immediately. This means the interest becomes part of the principal, growing over time, much like compounding interest in a savings account. For investors, it matters because it affects the total amount owed and the future value of the investment or project.

non-gaap financial measures financial

"referred to as non-GAAP financial measures"

Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, Oct. 1, 2026 /PRNewswire/ -- Mayfair Gold Corp. ("Mayfair" or the "Company") (TSXV: MFG) (NYSE American: MINE) is pleased to announce that it has entered into a subscription agreement in connection with a strategic equity investment of C$10 million and an engagement letter and non-binding term sheet with Macquarie Bank Limited ("Macquarie") for a proposed C$300 million project finance facility (the "Facility"), for a total proposed financing package of up to C$310 million. The financing would support development of Mayfair's 100%-owned Fenn-Gib Gold Project ("Fenn-Gib" or the "Project") in the Timmins region of Northern Ontario.

Highlights

• Equity investment – Macquarie has entered into a subscription agreement for C$10 million of Mayfair common shares, priced at $C4.26, representing a 10% premium to the 5-day VWAP, aligning a leading global resources bank with Mayfair's shareholders.
• Project finance facility - non-binding engagement letter to arrange a C$300 million project finance facility (inclusive of up to C$20 million capitalized interest) which, if completed on the terms contemplated, would fund the majority of the C$450 million initial development capital estimated in the 2026 Pre-Feasibility Study.
• Early draw feature – the proposed Facility includes a C$25 million early drawdown tranche expected to be available on closing, which would provide financial flexibility to fund early works, long-lead equipment purchases and detailed engineering ahead of full construction drawdowns.
• Interest rate – Adjusted Term Canadian Overnight Repo Rate Average "CORRA" plus 4.75% per annum, stepping down to Adjusted Term CORRA plus 4.25% per annum following project completion, with up to C$20 million of interest capitalizable during construction.
• Repayment terms aligned with the mine plan – quarterly repayments would commence six months after the start of commercial production, with full repayment no later than 72 months after initial drawdown of the Facility following the early drawdown tranche.
• Gold offtake – the financing package includes an offtake right in favour of Macquarie over the first 50,000 ounces of gold produced each year, to a maximum of 300,000 ounces, priced at a published reference price less US$50 per ounce, with 50% of such gold offtake vesting concurrently with signing of the engagement letter and closing of Macquarie's equity investment and the remaining 50% of such gold offtake vesting on closing of the Facility.

Under the non-binding term sheet, Macquarie would act as Mandated Lead Arranger, Agent and Sole Underwriter of the Facility, which would be structured as a project finance facility. The proceeds would be used to partially fund the development, construction, commissioning and start-up of Fenn-Gib, together with associated working capital and project costs. The Facility would be secured by first-ranking security over the Project. Macquarie may, in consultation with Mayfair, arrange participation by additional lenders or risk participants in respect of a minimum of 30% of the Facility amount.

Kevin Annett, Mayfair's Chief Financial Officer, stated: "Entering into this engagement letter and financing term sheet represents an important milestone for Mayfair as we advance Fenn-Gib toward development. We are pleased to partner with Macquarie, a highly respected global financial institution with deep mining sector experience. The proposed financing provides a strong foundation for our broader project funding strategy while allowing us to maintain a disciplined approach to capital allocation and project execution. We believe Macquarie will be an excellent long-term partner as we advance Fenn-Gib and continue to grow the Company."

Mike Burns, Head of Mining Finance – Americas in Macquarie's Commodities and Global Markets business, added: "Fenn-Gib stands out as a Canadian gold project with the potential to become a significant new producer. Mayfair has taken a disciplined approach to advancing and de-risking the project, and we are pleased to bring Macquarie's global mining and project finance experience to support the next stage of its development. As a shareholder and through our engagement on the senior debt financing, we look forward to working with the Mayfair team as it advances Fenn-Gib towards construction and production."

The term sheet is non-binding. The proposed Facility and related transactions remain subject to completion of due diligence, including review by an independent engineer, negotiation and execution of definitive documentation, and satisfaction of conditions precedent customary for a financing of this nature.

The C$10 million strategic equity investment will be priced at C$4.26, representing a 10 percent (10%) premium to the 5-day volume-weighted average trading price of the Company's common shares on the TSX Venture Exchange on and including September 30, 2026, subject to Exchange approvals.

About Mayfair Gold

Mayfair Gold is a Canadian development-stage gold company focused on advancing the 100%-owned Fenn-Gib Project in the Timmins region of Northern Ontario. Fenn-Gib hosts a 4.3-million-ounce indicated mineral resource of gold (181.3Mt at an average grade of 0.74 g/t) and the expected strategy outlined in the 2026 Pre-Feasibility Study (the "PFS")¹ is to develop the Project under the provincial permitting process, targeting the higher-grade 1-million-ounce probable mineral reserve (25.1Mt at an average grade of 1.29g/t) sitting near-surface, highlighting the optionality and scalability provided by the deposit.  The PFS also outlines the potential to develop Fenn-Gib into a new Canadian gold producer, with initial development capital of C$450 million, a base-case payback period of 2.7 years, and cumulative free cash flow² of US$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. The Company also remains focused on exploration around the broader land package with the goal of enhancing mineral resource scale and growth opportunities.

__________________________

1 Please refer to the technical report entitled "Fenn-Gib Gold Project NI 43-101 Technical Report and pre-Feasibility Study" dated effective December 19, 2025 available on SEDAR+ at www.sedarplus.ca for further details.

2 Free cash flow does not have a standardized meaning and may not be comparable to similar measures presented by other issuers, referred to as non-GAAP financial measures. As the Corporation is not in production, the Corporation does not have historical non-GAAP financial measures nor historical comparable measures under IFRS, and therefore the foregoing prospective non-GAAP financial measures may not be reconciled to the nearest comparable measures under IFRS.

Cautionary Note Regarding Forward-Looking Information

This news release contains certain forward-looking information within the meaning of applicable Canadian securities legislation and forward-looking statements within the meaning of applicable United States securities legislation (collectively, "forward-looking information"). The use of the words "will" and "expected" and similar expressions is intended to identify forward-looking information. Forward-looking information in this news release includes, but is not limited to, the expected strategy to develop the project under the provincial permitting process, targeting the higher-grade 1-million-ounce mineral reserve, building and operating the Fenn-Gib Project, any anticipated permitting timelines, the completion of the proposed financing with Macquarie on the terms described in this news release or at all, the availability, size, structure, pricing, drawdown and repayment of the project finance facility and the early draw tranche, the completion of the proposed equity investment and gold offtake, the sufficiency of the financing package relative to estimated development capital, and all disclosure related to the PFS, including expected commencement of construction and production. Although Mayfair Gold believes that the expectations reflected in such forward-looking information is reasonable, readers are cautioned that actual results may vary from the forward-looking information. The Company has based the forward-looking information on the Company's current expectations and assumptions about future events. This information also involves known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information, including the risks, uncertainties, and other factors identified in the annual information form and Form 40-F of the Company for the year ended December 31, 2025, available under the Company's profiles on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov, respectively. Furthermore, the forward-looking information contained in this news release is as at the date of this news release, and Mayfair does not undertake any obligation to publicly update or revise any of this forward-looking information except as may be required by applicable securities laws. 

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

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SOURCE Mayfair Gold Corp.

FAQ

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

How much financing has Mayfair Gold proposed with Macquarie for Fenn-Gib?

The proposed package totals up to C$310 million, comprising a C$10 million equity investment and a proposed C$300 million project finance facility. The facility includes up to C$20 million of capitalized interest and remains subject to due diligence and definitive documentation.

What price will Macquarie pay for Mayfair Gold shares?

Macquarie’s C$10 million equity investment is priced at C$4.26 per common share. This represents a 10% premium to the five-day volume-weighted average trading price on the TSX Venture Exchange through September 30, 2026. The investment is subject to Exchange approvals.

When do Macquarie’s Fenn-Gib gold purchase rights vest?

50% of the gold purchase rights vest concurrently with signing the engagement letter and closing Macquarie’s equity investment; the remaining 50% vest on facility closing. The rights cover the first 50,000 ounces produced each year, up to 300,000 ounces, at a published reference price less US$50 per ounce.

What role would Macquarie have in Mayfair Gold’s project finance facility?

Macquarie would act as Mandated Lead Arranger, Agent and Sole Underwriter of the proposed facility. In consultation with Mayfair, it may arrange participation by additional lenders or risk participants for a minimum of 30% of the facility amount.