Mr. Charles Walensky reports

MAYFAIR ACQUISITION CORP. AND BOA GOLD CORP. ENTER INTO DEFINITIVE AGREEMENT FOR PROPOSED QUALIFYING TRANSACTION

Mayfair Acquisition Corp. and Boa Gold Corp., further to the news release dated Sept. 18, 2023, have entered into an amalgamation agreement dated Nov. 17, 2023, with 1448505 B.C. Ltd., a wholly owned subsidiary of Mayfair (Subco), pursuant to which Mayfair will, by way of a three-cornered amalgamation, acquire all of the issued and outstanding securities of Boa.

In connection with the transaction and pursuant to the requirements of the TSX Venture Exchange, Boa and Mayfair will prepare and file a filing statement on Mayfair's issuer profile on SEDAR+, which will contain details regarding the transaction, the parties to the transaction and Mayfair, as it will exist upon completion of the transaction (the resulting issuer).

The 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-V corporate finance manual), and, if completed, will constitute Mayfair's qualifying transaction (as such term is defined in Policy 2.4).

The transaction is currently expected to close in the first quarter of 2024 and is subject to a number of closing conditions as set forth in the amalgamation agreement, including, but not limited to, obtaining all necessary board, shareholder and regulatory approvals, including TSX-V approval. The transaction cannot close until all of the conditions are satisfied or waived. There can be no assurance that the transaction will be completed on the terms proposed in the amalgamation agreement or at all.

A subsequent news release will be disseminated upon completion of the transaction.

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. Upon completion of the transaction, the resulting issuer will carry on the business of Boa as a mineral exploration company focused on the exploration of the Copecal property.

For further details on the Copecal property, please see the initial release.

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).

Transaction summary

Pursuant to the terms of the amalgamation agreement, and subject to certain conditions, including receipt of applicable regulatory, board and shareholder approvals, Boa will amalgamate with Subco pursuant to the provisions of the BCBCA to form a newly amalgamated company (Amalco) which will be a wholly owned subsidiary of the resulting issuer upon completion of the transaction. 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 transaction is expected to be approximately 24,749,500 resulting issuer shares, on a postconsolidation (as defined below) basis, in addition to any additional Boa shares issued and outstanding immediately prior to the closing of the transaction as a result of the concurrent financing (as defined below), which additional Boa shares, if any, will be exchanged for resulting issuer shares on a one-for-one basis.

In connection with the transaction, it is anticipated that Mayfair will consolidate its common shares on a 1.5:1 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.

In connection with the transaction:

• Mayfair will: (i) change its name to Boa Gold, or such other name requested by Boa acting reasonably and as may be acceptable to the TSX-V and regulatory authorities; (ii) adopt a new equity incentive plan and stock symbol; and (iii) convene a meeting of its shareholders for the purpose of approving, among other matters: (a) the consolidation; (b) the adoption of the equity incentive plan on terms acceptable to the TSX-V and applicable regulatory authorities; and (c) the name change. Each of the directors and officers of Mayfair has entered 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.
• Boa will convene a meeting of its shareholders for the purpose of approving, among other matters, the transaction. Each of the directors and officers of Boa has entered 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 transaction, it is expected that the resulting issuer will have approximately: (i) 34,894,533 resulting issuer shares issued and outstanding, assuming completion of the minimum concurrent financing; (ii) 542,442 stock options issued and outstanding to acquire an aggregate of 542,442 resulting issuer shares; (iii) 4,411,765 common share purchase warrants issued and outstanding to acquire an aggregate of 4,411,765 resulting issuer shares, assuming completion of the minimum concurrent financing; and (iv) 266,666 broker warrants issued and outstanding to acquire an aggregate of 266,666 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 transaction, nor 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 number of securities issued in the concurrent financing. A subsequent news release will be issued when the applicable information is confirmed.

No finder's fee or commission is payable in connection with the transaction. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the transaction.

Concurrent financing

Prior to or concurrently with the closing of the transaction Boa intends to complete a non-brokered private placement of a minimum of 4,411,765 units at a price of 17 cents per unit, raising minimum gross proceeds of $750,000. Each unit will comprise one Boa share and one common share purchase warrant of Boa entitling the holder thereof to purchase one Boa share at a price of 30 cents per Boa share for a period of two years from the date of issuance. Upon the closing of the transaction, the unit warrants outstanding will become exercisable for resulting issuer shares on a one-for-one basis, after giving effect to the consolidation, in accordance with the terms of such unit warrants. Additionally, Boa expects to compensate certain finders in connection with the concurrent financing, by the issuance of Boa shares equal to 7 per cent of the units sold under the concurrent financing from investors introduced to Boa by such finders.

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 completion of the transaction.

Officers and directors

Prior to completion of the 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, 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. For further details on the anticipated directors and officers of the resulting issuer, please see the initial release.

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 transaction will not constitute a non-arm's-length qualifying transaction (as defined in Policy 2.4). It is not currently anticipated that the 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 Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The transaction will require the approval of the shareholders of Boa.

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 transaction by the TSXV 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 transaction.

We seek Safe Harbor.