CFO invests C$254K in Mayfair Gold (NYSE: MINE) private placement

Rhea-AI Filing Summary

Mayfair Gold Corp. filed a Form 6-K detailing that Chief Financial Officer Kevin Annett completed a private placement, acquiring 58,000 common shares at C$4.38 per share for gross proceeds of C$254,040. The company expects to use these funds to advance its Fenn-Gib gold project in Ontario, and the shares are subject to a hold period expiring on August 17, 2026.

The filing notes that this insider investment is a related party transaction under MI 61-101, with exemptions relied upon because the deal was under 25% of Mayfair’s market capitalization. It also references a pre-feasibility study for Fenn-Gib outlining initial development capital of C$450 million and projected cumulative free cash flow of C$896 million over the first six years of production at a US$3,100/oz gold price, with targeted construction in 2028 and initial production in 2030.

Key Figures

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

6 metrics

Private placement shares 58,000 shares Common shares acquired by CFO Kevin Annett

Private placement price C$4.38 per share Issue price for insider private placement

Private placement proceeds C$254,040 Gross proceeds to advance Fenn-Gib project

Initial development capital C$450 million Pre-feasibility study estimate for Fenn-Gib

Payback period 2.7 years Base case payback from Fenn-Gib PFS

Cumulative free cash flow C$896 million First six years of production, at US$3,100/oz gold

Key Terms

private placement, related party transaction, Multilateral Instrument 61‐101, pre-feasibility study, +2 more

6 terms

private placement financial

"completed its previously announced private placement with Kevin Annett"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

related party transaction regulatory

"his acquisition of the Shares was a “related party transaction” within the meaning of that term"

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 Minority Shareholders"

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.

pre-feasibility study financial

"The Project’s pre-feasibility study (the “PFS”) outlines the potential to develop Fenn-Gib"

A pre-feasibility study is an initial assessment that evaluates whether a proposed project or investment idea is worth exploring further. It involves examining basic factors like costs, potential benefits, and possible challenges, similar to conducting a preliminary check before deciding to invest more time and resources. This helps investors determine if pursuing the project further is practical and likely to be successful.

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.

forward-looking statements regulatory

"This news release contains forward-looking information within the meaning of Canadian securities legislation"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-43060

 

                             Mayfair Gold Corp.                       
(Translation of registrant’s name into English)

489 McDougall Street
           Matheson, Ontario P0K 1N0, Canada          
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F          ⌧ Form 40-F

- 2 -

INCORPORATION BY REFERENCE

The information contained in this Form 6-K and exhibits hereto shall be deemed filed with the US Securities and Exchange Commission ("SEC") solely for the purposes of incorporation by reference into and as part of the Registration Statement on Form F-3 (No. 001-43060) on file with and declared effective by the SEC.

SUBMITTED HEREWITH

Exhibit
99.1	Press Release
99.2	Material Change Report

- 3 -

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 17, 2026

Mayfair Gold Corp.

By:

By:/s/ Kevin Annett                            

Name:Kevin Annett 

Title: Chief Financial Officer 

 

MAYFAIR COMPLETES PRIVATE PLACEMENT WITH KEVIN ANNETT

VANCOUVER, British Columbia, April 16, 2026 – Mayfair Gold Corp. (“Mayfair”, “Mayfair Gold” or the “Company”) (TSX-V: 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.

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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.

For further information, please visit www.mayfairgold.ca or direct enquiries to:

Nicholas Campbell

CEO

Mayfair Gold Corp.

489 McDougall St

Matheson, ON P0K 1N0 Canada

+1-855-350-5600

info@mayfairgold.ca

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.

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LEGAL*71602887.1

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1Name and Address 

Mayfair Gold Corp. (the “Company”)
489 McDougall Street
Matheson, Ontario

P0K 1N0

Item 2Date of Material Changes 

April 7 and 16, 2026.

Item 3News Releases 

The Company disseminated the news releases reporting the material changes described in this report through the facilities of Canada Newswire on April 7 and 16, 2026 and subsequently filed the news releases under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Item 4Summary of Material Changes 

On April 7, 2026, the Company announced the appointment of Kevin Annett as Chief Financial Officer of the Company.

On April 16, 2026, the Company announced the completion of its private placement with Mr. Annett for proceeds of C$254,040.

Item 5Full Description of Material Changes 

5.1Full Description of Material Changes 

On April 7, 2026, the Company announced the appointment of Kevin Annett as Chief Financial Officer of the Company.

On April 16, 2026, the Company announced the completion of its private placement with Mr. Annett for proceeds of C$254,040.

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

LEGAL*71602902.1

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.

5.2Disclosure for Restructuring Transactions 

Not applicable.

Item 6Reliance on Subsection 7.1(2) of National Instrument 51-102 

Not applicable.

Item 7Omitted Information 

Not applicable.

Item 8Executive Officer 

Nicholas Campbell, Chief Executive Officer

(604) 889-3253

Item 9Date of Report 

April 17, 2026.

Cautionary Statement Regarding Forward-Looking Information

This material change report 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 material change report include, but are not limited to, the expected use of proceeds. 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 material change report should not be unduly relied upon. These statements speak only as of the date of this material change report.

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

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contained in any forward-looking statement. Any forward-looking statements contained in this material change report are expressly qualified in their entirety by this cautionary statement.

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FAQ

What insider transaction did Mayfair Gold (MINE) disclose in this Form 6-K?

Mayfair Gold disclosed that CFO Kevin Annett completed a private placement, acquiring 58,000 common shares at C$4.38 per share for gross proceeds of C$254,040. The company plans to use these proceeds to advance the Fenn-Gib gold project in Ontario.

How will Mayfair Gold (MINE) use the C$254,040 in proceeds from the private placement?

Mayfair Gold expects to use the C$254,040 in gross proceeds from the CFO’s private placement to advance the Fenn-Gib gold project in Ontario. This includes supporting ongoing development activities associated with moving the project toward potential construction and production milestones.

Why is the Mayfair Gold (MINE) private placement a related party transaction?

The private placement is a related party transaction because participant Kevin Annett is Mayfair Gold’s Chief Financial Officer, an insider. The company relied on MI 61-101 exemptions, as the fair market value involved was less than 25% of Mayfair’s market capitalization at the agreement date.

What are the key pre-feasibility study economics for Mayfair Gold’s Fenn-Gib project?

The pre-feasibility study for Fenn-Gib outlines 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, assuming a US$3,100/oz gold price.

When does Mayfair Gold (MINE) aim to start construction and production at Fenn-Gib?

Mayfair Gold is advancing permitting, engineering and stakeholder engagement with the goal of starting construction at Fenn-Gib in 2028. Initial gold production is targeted for 2030, based on the timeline outlined alongside the project’s pre-feasibility study results.

What restrictions apply to the shares issued in the Mayfair Gold (MINE) private placement?

The 58,000 common shares issued to CFO Kevin Annett are subject to a four-month and one day hold period under applicable securities laws and TSX Venture Exchange policies. This restriction expires on August 17, 2026, limiting resale before that date.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 PRESS RELEASE 11.4 KB
• EX-99.2 MATERIAL CHANGE REPORT 12.3 KB