Mr. Charles Walensky reports

MAYFAIR ACQUISITION CORP. AND BOA GOLD CORP. ENTER INTO LETTER OF INTENT TO COMPLETE QUALIFYING TRANSACTION AND LISTING ON THE TSX VENTURE EXCHANGE

Mayfair Acquisition Corp. and Boa Gold Corp. have entered into a non-binding letter of intent dated Sept. 15, 2023, which outlines the general terms and conditions of a proposed transaction that will result in a reverse takeover of Mayfair by Boa. The proposed transaction will not be a non-arm's-length qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange corporate finance manual and, if completed, will constitute Mayfair's qualifying transaction (as such term is defined in Policy 2.4).

In connection with the proposed transaction, Mayfair and Boa will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

Boa Gold

Boa was incorporated on Nov. 28, 2022, pursuant to the Business Corporations Act (British Columbia) (BCBCA) and is not a reporting issuer in any province or territory of Canada. Boa is a mineral exploration company based in Vancouver, B.C., Canada, and is currently focused on the exploration of the Copecal property located in the Juruena gold province in the Mato Grosso state in central-western Brazil. Boa, through its wholly owned subsidiary, Ouro Resources Inc., owns 100 per cent of the interests in the Copecal property. Boa acquired Ouro on Feb. 1, 2023, pursuant to a share exchange agreement dated Jan. 25, 2023. There are no royalties or any further payments required under the share exchange agreement. Upon completion of the proposed transaction, the resulting issuer will carry on the business of Boa as a mineral exploration company focused on the exploration of the Copecal property.

Overview of the Copecal property

The Copecal property is located in the Juruena gold province in the Mato Grosso state in central-western Brazil and comprises two tenements, covering 4,000 hectares forming two rural properties. The Copecal property is located 60 kilometres from Alta Floresta, a 50,000-person population centre with daily commercial flights from Mato Grosso state capital, Cuiaba. The majority of the Copecal property is in cleared pasture, with mining-friendly farm owners. The maintenance fee is 4.33 Brazilian reais per hectare per year. There has been an estimated $1-million (U.S.) in exploration expenditures spent by a previous operator on the area surrounding and including the Copecal property. The previous work conducted on the general area by the previous operator includes:

• Geological and structural field mapping;
• Soil and stream sampling;
• Trail induced polarization ground surveys;
• Auger drilling (49 holes);
• Induced polarization and magnetic orientation surveys on five cross-sections.

Financial information on Boa

Based on the unaudited financial statements of Boa for the financial period ended July 31, 2023, Boa had a net loss of $215,114 for the period from Nov. 22, 2022 (date of incorporation), to July 31, 2023; total assets of $702,941; total liabilities of $23,250; and shareholder equity of $679,691 as at July 31, 2023.

Mayfair Acquisition

Mayfair was incorporated on May 5, 2021, pursuant to the provisions of the BCBCA and is a capital pool company (as defined in the manual) listed on the TSX-V and a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Mayfair has no commercial operations and no assets other than cash. Mayfair's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction (as defined in Policy 2.4).

Proposed transaction summary

The proposed transaction is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the BCBCA, whereby Mayfair will incorporate a wholly owned subsidiary under the BCBCA, which will amalgamate with Boa to form a newly amalgamated company (Amalco). In connection with the amalgamation, holders of the common shares of Boa will receive one common share in the capital of the resulting issuer as consideration for each Boa share held immediately before the amalgamation such that the total consideration payable in connection with the proposed transaction is expected to be approximately 24,899,500 resulting issuer shares, on a postconsolidation (as defined as follows) basis, in addition to any additional Boa shares issued and outstanding immediately prior to the closing of the proposed transaction as a result of the concurrent financing (as defined as follows), which additional Boa shares, if any, will be exchanged for resulting issuer shares on a one-for-one basis.

In connection with the proposed transaction, it is anticipated that Mayfair will consolidate its common shares on a 1:1.5 basis, as may be adjusted. As a result of the consolidation, each security convertible into a Mayfair share will, upon conversion, be adjusted in accordance with its terms to account for the consolidation.

The proposed transaction is subject to the parties entering into a definitive agreement in respect of the proposed transaction on or before Dec. 31, 2023, or such other date as Mayfair and Boa may mutually agree. Completion of the proposed transaction is also subject to a number of other customary conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSX-V approval. Pursuant to the proposed transaction, Mayfair will: (i) change its name to Boa Gold Corp. or such other name requested by Boa acting reasonably and as may be acceptable to the TSX-V and regulatory authorities; and (ii) adopt a new equity incentive plan and stock symbol. Concurrently with or immediately following the closing of the proposed transaction and subject to receipt of shareholder approval of the new equity incentive plan, the new board of directors of the resulting issuer may issue additional stock options and/or restricted share units, performance share units or deferred share units to directors, officers, employees and consultants of the resulting issuer in accordance with the equity incentive plan, applicable TSX-V policies and securities laws. Upon completion of the proposed transaction, the resulting issuer will carry on the business of Boa and Amalco will be a wholly owned subsidiary of the resulting issuer.

In connection with the proposed transaction, Mayfair will convene a meeting of its shareholders for the purpose of approving, among other matters: (i) the consolidation; (ii) the adoption of the equity incentive plan on terms acceptable to the TSX-V and applicable regulatory authorities; (iii) the name change; and (iv) such other matters as Mayfair or Boa may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the proposed transaction or that Boa may reasonably request. It is not currently anticipated that the proposed transaction will require the approval of the shareholders of Mayfair as it is not a non-arm's-length qualifying transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Each of the directors and officers of Mayfair will, contemporaneously with or prior to the execution of the definitive agreement, enter into a voting support agreement with Boa to vote all of their securities of Mayfair in favour of the Mayfair shareholder meeting matters. Additionally, Mayfair's board of directors will unanimously recommend to its shareholders that they vote in favour of and approve the Mayfair shareholder meeting matters.

In connection with the proposed transaction, Boa will convene a meeting of its shareholders for the purpose of approving: (i) the proposed transaction; and (ii) such other matters as Boa may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the proposed transaction or that Mayfair may reasonably request. Each of the directors and officers of Boa will, contemporaneously with or prior to the execution of the definitive agreement, enter into a voting support agreement with Mayfair to vote all of their securities of Boa in favour of the Boa shareholder meeting matters. Additionally, Boa's board of directors will unanimously recommend to its shareholders that they vote in favour of and approve the Boa shareholder meeting matters.

Upon the closing of the proposed transaction, it is expected that the resulting issuer will have approximately: (i) 34,735,710 resulting issuer shares issued and outstanding; (ii) 542,443 stock options issued and outstanding to acquire an aggregate of 542,443 resulting issuer shares; and (iii) 266,667 common share purchase warrants issued and outstanding to acquire an aggregate of 266,667 resulting issuer shares. Notwithstanding the foregoing, as at the date hereof, it is not possible for the parties to definitively determine the aggregate number of resulting issuer shares expected to be outstanding upon completion of the proposed transaction or the percentage of the outstanding resulting issuer shares expected to be owned by the shareholders of Mayfair and Boa as such determinations will depend upon the terms of the concurrent financing and the consolidation, any of which may impact the total number of resulting issuer shares expected to be outstanding upon completion of the proposed transaction. A subsequent news release will be issued when the applicable information is confirmed.

No finders' fees or commissions are payable in connection with the proposed transaction. Additionally, no deposits, advances or loans have been made or will be made in connection with the proposed transaction.

Concurrent financing

Prior to or concurrently with the closing of the proposed transaction, Boa will complete a non-brokered private placement of special warrants, subscription receipts, common shares or units (as determined in Boa's exclusive discretion), raising minimum gross proceeds of $750,000. It is contemplated that any convertible securities issued in the concurrent financing will be exchanged or converted, as applicable, into Boa shares prior to the closing of the proposed transaction and subsequently exchanged for resulting issuer shares in accordance with the terms of the definitive agreement. The price per security to be issued under the concurrent financing will be agreed to by the parties. A subsequent news release will be issued when the final terms of the concurrent financing are confirmed. It is intended that the concurrent financing will constitute a concurrent financing as such term is defined under Policy 2.4.

The net proceeds of the concurrent financing will be used for general operating expenses, advancement of the Copecal project and financing the completion of the proposed transaction.

Boa may pay finders' fees in connection with the concurrent financing, the details of which, if any, will be disclosed in a subsequent news release.

Officers and directors

Prior to completion of the proposed transaction and subject to approval by the TSX-V and the filing of all required materials, it is anticipated that the board of directors of the resulting issuer will be reconstituted to comprise a slate of five directors, of which at least three directors will be independent, at least four directors will be appointed by Boa, one director will be appointed by Mayfair, and all of which will be subject to the approval of Boa and the TSX-V. It is currently expected that the board of directors of the resulting issuer will comprise the following individuals: Robert Birmingham, Rafael Mottin, John Willock, Casey Forward and Daniel Lubienietzky. The officers of the resulting issuer will be determined prior to completion of the proposed transaction.

Robert Birmingham

Mr. Birmingham is currently the president and a director of Boa. Mr. Birmingham has over 15 years of public markets experience, with a focus on corporate development, go-public transactions and capital raising. Mr. Birmingham is also currently the chief executive officer and president of Brigadier Gold Ltd., a director of Bigg Digital Assets, and the president of Benaterra Communications Inc., an investor relations company. Additionally, Mr. Birmingham holds multiple other board seats and has been on the board of numerous companies listed on the TSX-V, the Canadian Securities Exchange and the NEO Exchange. Mr. Birmingham holds a BBA from Capilano University.

Rafael Mottin

Mr. Mottin is currently a director of Boa. Mr. Mottin has over 10 years of experience in the Brazilian mining industry, with significant permitting and construction experience. He has engaged in multiple M&A (merger and acquisition) transactions with Brazilian mining assets. Mr. Mottin holds an MBA from the Rotman School of Management, University of Toronto, and was part of the global mining management program at the Schulich School of Business (York University).

Casey Forward

Mr. Forward is currently the chief financial officer and a director of Boa. Mr. Forward is a CPA and CGA and has served in senior management positions for various public and private companies in his career. Mr. Forward has been a professional accountant since 1985 and has significant experience in financial, accounting and audit matters, as well as regulatory filing requirements in Canada and the United States. Mr. Forward has been on the board of multiple public mining companies with projects in Canada, Mexico and Colombia.

John Willock

Mr. Willock has spent his career innovating in capital markets trading and technology, including leading teams for over a decade at Nasdaq and TMX focused on data and analytics. He subsequently founded his own firm focused on blending modern approaches to enabling efficient markets and engaged with global regulators to understand how and where regulations could evolve to bring new asset classes such as digital assets under regulatory certainty and improve legacy processes for traditional asset classes. As part of his regulatory relationships, he was a member of the Ontario Securities Commission's fintech advisory committee.

Daniel Lubienietzky

Mr. Lubienietzky is currently a portfolio manager at Alpha Sherpa Capital Management. Mr. Lubienietzky has over 15 years of capital markets experience with a focus on Canadian public equities. Previously, Mr. Lubienietzky was a senior manager of business development at the Toronto Stock Exchange and the TSX-V and, earlier in his career, held roles in capital markets at TD Securities and Bank of Canada. Mr. Lubienietzky has an MBA from the Rotman School of Management at the University of Toronto.

Non-arm's-length parties

There is no direct or indirect beneficial interest of any non-arm's-length party (as defined in the manual) to Mayfair in the shareholders of Boa, the significant assets (as such term is defined in Policy 2.4) or Boa. No non-arm's-length parties to Mayfair are insiders (as defined in the manual) of Boa. There is no relationship between or among any non-arm's-length party to Mayfair and the non-arm's-length parties to the qualifying transaction (as such term is defined in Policy 2.4). No party or their respective associates or affiliates (as such terms are defined in the manual) is a control person (as defined in the manual) of both Mayfair and Boa and as such, the proposed transaction will not constitute a non-arm's-length qualifying transaction (as defined in Policy 2.4).

It is not currently anticipated that the proposed transaction will require the approval of the shareholders of Mayfair as it is not a non-arm's-length qualifying transaction or a related party transaction pursuant to the provisions of MI 61-101. The proposed transaction will require the approval of the shareholders of Boa.

Sponsorship

The parties intend to apply to the TSX-V for a waiver of the sponsorship requirements under Policy 2.2, Sponsorship and Sponsorship Requirements, of the manual. There is no assurance that a waiver will be granted.

Trading in Mayfair shares

Trading in the Mayfair shares has been halted in compliance with the policies of the TSX-V. Trading in the Mayfair shares will remain halted pending the review of the proposed transaction by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is likely that trading in the Mayfair shares will not resume prior to the closing of the proposed transaction.

Additional information

All information contained in this press release with respect to Mayfair and Boa was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

About Boa Gold Corp.

Boa was incorporated on Nov. 28, 2022, pursuant to the BCBCA and is not a reporting issuer in any province or territory of Canada. Boa is a mineral exploration company based in Vancouver, B.C., Canada, and is currently focused on the exploration of the Copecal property, located in the Juruena gold province in the Mato Grosso state in central-western Brazil. Boa owns 100 per cent of the interests in the Copecal property through its wholly owned subsidiary, Ouro.

About Mayfair Acquisition Corp.

Mayfair was incorporated on May 5, 2021, pursuant to the provisions of the BCBCA and is a capital pool company (as defined in the manual) listed on the TSX-V and a reporting issuer in the provinces of British Columbia, Alberta and Ontario. Mayfair has no commercial operations and no assets other than cash. Mayfair's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction (as defined in Policy 2.4).

We seek Safe Harbor.