Mr. Charles Walensky reports

MAYFAIR ACQUISITION AND BOA GOLD ANNOUNCE INITIAL SUBMISSION OF FILING STATEMENT FOR PROPOSED QUALIFYING TRANSACTION AND ADDITIONAL UPDATES

Further to Mayfair Acquisition Corp.'s news releases dated Sept. 18, 2023, and Nov. 20, 2023, in connection with the proposed three-cornered amalgamation pursuant to the amalgamation agreement dated Nov. 17, 2023, among Mayfair, 1448505 B.C. Ltd., a wholly owned subsidiary of Mayfair (Subco), and Boa, and pursuant to the policies of the TSX Venture Exchange, Boa and Mayfair have filed their initial submission with the TSX-V, together with a draft filing statement containing details regarding the transaction, the parties to the transaction and Mayfair, as it will exist upon completion of the transaction.

The transaction, if completed, will constitute Mayfair's qualifying transaction (as such term is defined in TSX-V Policy 2.4 -- Capital Pool Companies). 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, receipt of TSX-V approval. The transaction cannot close until all of the closing 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. For further details and a summary on the transaction please see the prior releases.

Receipt of shareholder approval

In connection with the transaction, on Feb. 8, 2024: (i) Boa convened a meeting of its shareholders for the purpose of approving, by special resolution, the adoption of the amalgamation agreement and the transaction, which matters were unanimously approved by the Boa shareholders who voted by proxy or in person, respectively; and (ii) Mayfair convened an annual general and special meeting of its shareholders for the purpose of approving, among other matters: (i) a new equity incentive plan to replace and supersede the Mayfair's existing stock option plan; (ii) a name change 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 (iii) a consolidation of its common shares on a 1:1.5 basis, in each case, subject to completion of the transaction. The Mayfair shareholder meeting matters were unanimously approved by the Mayfair shareholders who voted by proxy or in person. At the meeting, the Mayfair shareholders also passed a special resolution to amend and restate the articles of the company as described in the company's management information circular dated Jan. 5, 2024. The company intends to effect the amendment and restatement of its articles promptly following receipt of TSX-V approval. Mayfair shareholder approval of the transaction is not required because 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.

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 6,617,647 subscription receipts at a price of 17 cents per subscription receipt, raising minimum gross proceeds of $1,125,000. Each subscription receipt will automatically convert, for no additional cost, into one unit upon receipt of TSX-V conditional approval for the transaction. Each unit will comprise one common share in the capital of Boa and one common share purchase warrant of Boa entitling the holder thereof to purchase one additional 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 then outstanding will become exercisable for common shares of the resulting issuer on a one-for-one basis, after giving effect to the Mayfair 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 7.0 per cent of the number of subscription receipts 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 advancement of the Copecal property (as defined herein) and other business purposes.

Amendment to the amalgamation agreement

The company also announces that it has entered into an amending agreement with Boa and Subco amending the terms of the amalgamation agreement. Among other things, the amending agreement extends the outside date for the completion of the transaction from Feb. 29, 2024, to April 2, 2024; permits Boa to complete a private placement of up to 250,000 Boa shares at a price of 10 cents per Boa share for gross proceeds of up to $25,000; and increases the minimum amount to be raised under the concurrent financing from $750,000 to $1,125,000.

Officers of the resulting issuer

Upon completion of the transaction, it is anticipated that the officers of Mayfair will resign and that the management team of the resulting issuer will comprise Robert Birmingham (chief executive officer) and Casey Forward (chief financial officer and corporate secretary). The relevant experience of the proposed officers of the resulting issuer is set out herein.

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 CEO 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 Inc. Mr. Birmingham holds a BBA from Capilano University.

Casey Forward

Mr. Forward is currently the CFO and a director of Boa. Mr. Forward is a CPA, 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.

About Boa Gold Corp.

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 (the Copecal property). 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.

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 Policy 2.4) 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).

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 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 transaction.

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

We seek Safe Harbor.