MFGCF Files Form D for US$3.34M Private Share Sale Under Rule 506(b)

Rhea-AI Filing Summary

Mayfair Gold Corp. filed a Form D reporting a completed private equity offering under Rule 506(b) raising US$3,343,785 by issuing 2,786,000 common shares at CAD$1.65 per share (converted to USD at C$1=US$0.7274). The filing lists the issuer as a British Columbia corporation with no reported revenues or aggregate net asset value and identifies nine executive officers and directors based at the company address in Matheson, Ontario. The offering had 2 investors and total sales commissions estimated at US$151,960. The company states no proceeds were earmarked for payments to officers, directors or promoters.

Positive

• Completed equity raise of US$3,343,785 under Rule 506(b), providing incremental capital to the company
• No proceeds reported as paid to executive officers, directors, or promoters
• Full disclosure of executive officers and directors and a signed certification by the CEO

Negative

• No reported revenues or aggregate net asset value, indicating an early-stage or pre-revenue issuer
• Concentrated investor base with only 2 investors, suggesting limited distribution for this offering
• Estimated sales commissions of US$151,960 reduce net proceeds and include option-based compensation to finders

Insights

Financial Analyst

TL;DR Completed small-scale equity raise of US$3.34M under Rule 506(b); limited investor base and meaningful commission expense.

Mayfair Gold's offering converts Canadian share pricing into a US dollar total of US$3,343,785, representing a modest capital raise for a junior exploration issuer reporting no revenues. The use-of-proceeds disclosure indicates no direct payments to named insiders. Sales commissions are material relative to the raise at roughly 4.5% (US$151,960 estimated), including option-valued compensation to finders. The filing shows a concentrated investor count of 2, implying limited breadth of institutional support in this tranche.

Corporate Governance Expert

TL;DR Corporate officers and directors are fully disclosed; no related-party proceeds reported.

The Form D lists named executive officers and directors with positions clarified and provides a CEO-signed certification. The issuer affirms $0 of gross proceeds were used to compensate executives or directors, which is a clear governance disclosure. The filing also documents multiple broker-dealer participants and an explicit signature certifying compliance with Regulation D representations.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

X None

Entity Type

0001823255

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

MAYFAIR GOLD CORP.

Jurisdiction of Incorporation/Organization

BRITISH COLUMBIA, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
MAYFAIR GOLD CORP.
Street Address 1		Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
MATHESON	ONTARIO, CANADA	P0K 1N0	1-604-889-3253

3. Related Persons

Last Name	First Name	Middle Name
CAMPBELL	NICHOLAS
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CHIEF EXECUTIVE OFFICER

Last Name	First Name	Middle Name
ANWYLL	DREW
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

CHIEF OPERATING OFFICER

Last Name	First Name	Middle Name
PRINS	DARREN
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

INTERIM CHIEF FINANCIAL OFFICER AND CORPORATE SECRETARY

Last Name	First Name	Middle Name
KLUE	RICHARD
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

VICE PRESIDENT, TECHNICAL SERVICES

Last Name	First Name	Middle Name
MCLEAN	DARREN
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

CHAIR OF THE BOARD

Last Name	First Name	Middle Name
BLOCK	CARSON
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
ALLWRIGHT	ZACH
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
HSIEH	CHRISTINE
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
PI	SEAN
Street Address 1	Street Address 2
489 MCDOUGALL STREET
City	State/Province/Country	ZIP/PostalCode
MATHESON	ONTARIO, CANADA	P0K 1N0

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

X

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
X	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-09-16				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
BEACON SECURITIES LIMITED	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
BEACON SECURITIES US LIMITED	306613
Street Address 1	Street Address 2
66 WELLINGTON STREET WEST	SUITE 4050
City	State/Province/Country	ZIP/Postal Code
TORONTO	ONTARIO, CANADA	M5K 1H1
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
DELAWARE TEXAS

Recipient	Recipient CRD Number X None
BMO NESBITT BURNS INC.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
BMO NESBITT BURNS SECURITIES LTD.	44057
Street Address 1	Street Address 2
100 KING STREET WEST	FIFTH FLOOR
City	State/Province/Country	ZIP/Postal Code
TORONTO	ONTARIO, CANADA	M5X 2A1
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
DELAWARE TEXAS

Recipient	Recipient CRD Number X None
HAYWOOD SECURITIES INC.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
HAYWOOD SECURITIES (USA) INC.	42072
Street Address 1	Street Address 2
200 BURRARD STREET	SUITE 700
City	State/Province/Country	ZIP/Postal Code
VANCOUVER	BRITISH COLUMBIA, CANADA	V6C 3L6
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
DELAWARE TEXAS

Recipient	Recipient CRD Number X None
DESJARDINS SECURITIES INC.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
DESJARDINS SECURITIES INTERNATIONAL INC.	112417
Street Address 1	Street Address 2
25 YORK STREET	SUITE 1000
City	State/Province/Country	ZIP/Postal Code
TORONTO	ONTARIO, CANADA	ON M5J 2V5
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
DELAWARE TEXAS

Recipient	Recipient CRD Number X None
PARADIGM CAPITAL INC.	None
(Associated) Broker or Dealer None	(Associated) Broker or Dealer CRD Number None
PARADIGM CAPITAL U.S. INC.	104425
Street Address 1	Street Address 2
95 WELLINGTON STREET WEST	SUITE 2101
City	State/Province/Country	ZIP/Postal Code
TORONTO	ONTARIO, CANADA	M5J 2N7
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
DELAWARE TEXAS

Recipient	Recipient CRD Number X None
RED CLOUD SECURITIES INC.	None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
120 ADELAIDE STREET WEST	SUITE 1400
City	State/Province/Country	ZIP/Postal Code
TORONTO	ONTARIO, CANADA	ON M5H 1T1
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US
DELAWARE TEXAS

13. Offering and Sales Amounts

Total Offering Amount	$3,343,785	USD	or Indefinite
Total Amount Sold	$3,343,785	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Total Offering Amount represents price of common shares (2,786,000 x CAD$1.65) converted into USD at C$1=US$0.7274.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$151,960	USD	X Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Represents cash fee of CAD$170,650 plus 103,400 options valued at CAD$0.37 each (the difference between closing price of CAD$2.02 on 9/16 and exercise price CAD$1.65) converted into USD at C$1=US$0.7274.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
MAYFAIR GOLD CORP.	/S/ NICHOLAS CAMPBELL	NICHOLAS CAMPBELL	CHIEF EXECUTIVE OFFICER	2025-09-29

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What did Mayfair Gold (MFGCF) raise in this offering?

The company raised US$3,343,785 by issuing 2,786,000 common shares at CAD$1.65 per share (conversion rate C$1=US$0.7274).

Under which exemption was the offering made for MFGCF?

The offering was made under Rule 506(b) of Regulation D.

How many investors participated in Mayfair Gold's offering?

The filing reports a total of 2 investors who already invested in the offering.

Were any proceeds paid to executives or directors?

The Form D discloses $0 of gross proceeds were used to make payments to named executives, directors, or promoters.

What sales commissions or finder fees were disclosed?

Estimated sales commissions of US$151,960 were reported; finders' fees were disclosed as $0 in cash but include option-valued compensation in the commission estimate.