File: Attachment Mayfair Acquisition Corp. TSXV MFA P - NR - 20Mar2025.pdf

MAYFAIR ACQUISITION CORP. ANNOUNCES INTENTION TO MAKE A SECURITIES EXCHANGE TAKEOVER BID TO ACQUIRE ALL OF THE OUTSTANDING SHARES OF GOLD BASIN RESOURCES

CORPORATION AND CANEX METALS INC. VANCOUVER, BRITISH COLUMBIA March 20, 2025 Mayfair Acquisition Corp. (TSXV: MFA.P) ("Mayfair" or the "Company") announces that it intends to make a securities exchange takeover bid (the "Proposed Offer") to acquire all of the issued and outstanding shares of both Gold Basin Resources Corporation (TSXV: GXX) ("Gold Basin") and Canex Metals Inc. (TSXV: CANX) ("Canex") in exchange for common shares of the Company. The Proposed Offer is being made with the assistance of and facilitated by Discovery Group, an alliance of mineral exploration and development companies. Jim Paterson, a principal of Discovery Group has been appointed to the Company's Board of Directors (subject to TSXV acceptance) in connection with the Proposed Offer. It is intended that Discovery Group representatives John Robins and Darren Klinck will also join the Company's Board of Directors upon successful completion of the Proposed Offer. Messrs. Robins, Paterson and Klinck may be considered to be acting jointly and in concert with the Company in respect of the Proposed Offer. The Company believes that a regional (northern Arizona) consolidation of the precious metal assets of the two target companies will greatly benefit shareholders of all companies. With much-needed financing and management changes provided by the Company and Discovery Group, the resulting company will have the potential to become a successful gold exploration and development company, supported by Discovery Group's team and investor network. For the purposes of the Proposed Offer, the Company will be valued solely based on its per share (post financing) net cash (working capital) value. Essentially, the Company is a cash financing vehicle to facilitate the combination of Gold Basin and Canex. Readers should note that Mayfair has not yet commenced a takeover bid and are encouraged to carefully review the Cautionary Statements below regarding the status of the Proposed Offer and the factors that may cause Mayfair not to formally make the Proposed Offer. Mayfair has determined to announce its intention to make the Proposed Offer at this time to, in part, provide the board of directors of Gold Basin and Canex with additional time, beyond the statutory minimum bid period, to consider the terms of the Proposed Offer in the context of the market and to assess the availability of strategic alternatives. As Mayfair is a capital pool company, in accordance with TSX Venture Exchange ("TSXV") policies, the Proposed Offer may not be made without TSXV acceptance, and there is no assurance that such acceptance will be obtained. Full details of the takeover bid described herein as the Proposed Offer, if made, will be set out in a Share Exchange Takeover Bid Circular which, in accordance with applicable securities laws, will contain prospectus level disclosure of Gold Basin, Canex, the Company, and the resulting entity. Background The previously mentioned Discovery Group representatives are all former directors of Gold Basin and are very familiar with Gold Basin's oxide project in northwestern Arizona and believe that the project has significant merit. All tried to work constructively with Gold Basin President, Charles Straw but to no avail, and all have left the board. On December 19, 2024 these individuals wrote a letter to the board members of Gold Basin on behalf of shareholders, including Mr. Straw, to voice concern over the management of Gold Basin. They pointed out that they had been told that Gold Basin had recently been in merger discussions with Canex and confirmed that they were strongly in favour of a merger and had advised Gold Basin management to pursue such discussions on numerous occasions over the past 2-3 years and when Gold Basin had at least six times the market capitalization as did Canex. Canex now has a higher market capitalization than Gold Basin, not because its shares have increased in value, but because Gold Basin's market capitalization had eroded significantly more. Despite that, the previously noted Discovery Group individuals requested Gold Basin to pursue merger discussions with Canex and offered to help to support such discussions. No response to the letter was received, and over time it became apparent that the request had been ignored. On February 20, 2025, the Company put forth a formal proposal (the "February 20 Proposal") to the boards of directors of Gold Basin and Canex for a shareholder approved business combination of Gold Basin, Canex, and Mayfair, pursuant to which Mayfair would complete an equity financing of between $2 million and $6 million and that the three companies would combine on the basis of Gold Basin and Canex shareholders each receiving shares of the combined entity valued (pre-financing) at 50% of the combined market capitalizations of Canex and Gold Basin and shareholders of Mayfair receiving shares of the combined entity on the basis of the cash value of Mayfair. As at the date of the February 20 Proposal, this would have resulted in a 32% premium to the trading price of Gold Basin's shares in relation to the shares of Canex. The Board of Directors of the combined company under the February 20 proposal was to consist of Discovery Group representatives John Robins, Jim Paterson, and Darren Klinck, and two representatives of each of Gold Basin and Canex. The equity financing, which was set out as a condition to completion of the transaction referenced in the February 20 Proposal, was to be completed by way of private placement of subscription receipts which would be converted to shares and warrants of the resulting entity upon completion of the transaction and were to be priced at the minimum acceptable (post-rollback) price in accordance with the policies of the TSXV. This financing would have been at a substantially lower share price than either Gold Basin or Canex had financed since going public, and to account for such dilution the subscription receipts were to be allocated on a "Quasi Rights Offering" basis, with shareholders of Gold Basin and Canex being given the opportunity to subscribe in priority to any other subscriptions, enabling the shareholders to maintain not less than the percentage of shares of Gold Basin and Canex that they currently hold, subject to applicable securities laws and regulatory approvals. The February 20 proposal stated that the resulting entity would consolidate its shares in an amount to be determined by the parties. Canex replied with a number of questions and appeared willing to engage in productive discussions to work towards completion of a transaction, but Gold Basin again failed to respond within the one week period provided by Mayfair. The Company and Discovery Group believe this to be indicative of Gold Basin's significant management challenges, which have contributed to the company's financial difficulties, ultimately rendering it insolvent (refer to Gold Basin's September 30, 2024 interim financial statements). It is hoped that the Proposed offer will significantly improve the prospects for Gold Basin shareholders. by working together with shareholders and any supportive board members of both companies, and to consolidate two excellent gold projects under one roof for the benefit of all. The Proposed Offer Mayfair intends for the Proposed Offer to be on the same terms as set out in the February 20 Proposal, except that Gold Basin representatives are not expected to be offered board positions and the minimum and maximum amount of the subscription receipt financing are expected to increase. The actual share exchange ratios under the Proposed Offer will be determined in accordance with the formula set out in the February 20 Proposal following the determination of the post-financing cash value of the Company and the rollback ratio. Conditions to Proposed Offer The Company will not make the Proposed Offer without (i) acceptance of the TSXV, and there is no assurance that such acceptance will be obtained; (ii) having received lock-up agreements from holders of not less than 30% of the issued and outstanding shares of each of Gold Basin and Canex and; (iii)having received any required approvals of the Company's shareholders. Additionally, the Company will only make the Proposed Offer if it can do so in compliance with all applicable securities laws, including ensuring that the Share Exchange Takeover Bid Circular contains prospectus- level disclosure of Gold Basin, Canex, the Company, and the resulting entity. The Company anticipates that any offer ultimately made will be subject to (i) there being shares deposited under the Proposed Offer and not withdrawn representing at least 90% of the total number of issued and outstanding shares of each of Gold Basin and Canex; (ii) receipt of all governmental, regulatory and third party approvals that the Company considers necessary or desirable in connection with the Proposed Offer; and (iii) no material adverse change having occurred in the business, affairs, prospects or assets of Gold Basin or Canex. For further details on the conditions and potential factors that may affect the Proposed Offer, please refer to the Cautionary Note below. Cautionary Note Readers are cautioned that financial markets are currently experiencing significant volatility and that a significant adverse change in market conditions could cause the Company to reevaluate the Proposed Offer and determine not to make an offer on the terms noted in this News Release or at all. In addition, the Company may determine not to make the Offer if: (i) it identifies material adverse information concerning the business, affairs, prospects or assets of Gold Basin or Canex not previously disclosed; (ii) Gold Basin or Canex implements or attempts to implement defensive tactics (such as a shareholder rights plan or the grant of an option (or similar right) to purchase material assets) in relation to the Offer; or (iii) Gold Basin determines to engage with Canex and the Company to negotiate the terms of a combination transaction and Gold Basin and Canex determine to undertake that transaction utilizing a structure other than a takeover bid (a plan of arrangement, for example). Accordingly, there can be no assurance that the Offer will be made or that the final terms of the Offer will be as set out in this News Release. For more information, please contact:

Mayfair Acquisition Corp.

Attn: Charles Walensky, CEO

Telephone: +1 (612)928-5421

Neither the 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 release.

This News Release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document contains "forward-looking statements" (as defined under applicable securities laws). These statements relate to future events or future performance and reflect the Company's expectations, beliefs, plans, estimates, intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements include, but are not limited to, statements regarding: the Proposed Offer, including the anticipated timing of the Proposed Offer; receipt of the approval of the TSX Venture Exchange. In some cases, forward- looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", "target", "intend", "could" or the negative of these terms or other comparable terminology.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and a number of factors could cause actual events or results to differ materially from the results discussed in the forward-looking statements. In evaluating these statements, readers should specifically consider various factors that may cause actual results to differ materially from any forward- looking statement. These factors include, but are not limited to, market and general economic conditions (including slowing economic growth, inflation and rising interest rates) and the dynamic nature of the industry in which the Company operates.

Although the forward-looking information contained in this document is based upon what the Company believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this document are made as of the date of this document and should not be relied upon as representing views as of any date subsequent to the date of this document. Except as may be required by applicable law, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.

Trading in the Company's shares will remain halted pending review of the Proposed Offer by the TSXV.