Mr. Patrick Evans reports

MAYFAIR GOLD RECEIVES SHAREHOLDER MEETING REQUISITION

Mayfair Gold Corp. has received a shareholder meeting requisition notice pursuant to Section 167 of the Business Corporations Act (British Columbia) dated March 27, 2024, from MWCGOF SPV III LP, a fund controlled by Muddy Waters Capital LLC. The requisitioning shareholder purports to hold in excess of 5 per cent of the issued common shares of the company.

The shareholder meeting is being requisitioned to consider: (a) a special resolution to remove all of the directors of the company; (b) if the director removal resolution is passed, an ordinary resolution fixing the number of directors at four; (c) if the director removal resolution is not passed, an ordinary resolution fixing the number of directors at eight or such lesser number equal to the number of the directors of the company then in office plus four; and (d) electing four director nominees of the requisitioning shareholder.

The company is reviewing the requisition, with the assistance of its professional advisers, and will respond appropriately in due course. In the meantime, there is no need for shareholders to take any action.

Mayfair's president and chief executive officer, Patrick Evans, commented: "The company is grateful for the many expressions of support it has received from shareholders. It is unfortunate that Muddy Waters has chosen to escalate its demands over-and-above those set out in its news release of only a week ago, rather than engage in constructive dialogue with the company."

As it has in the past, Mayfair welcomes the perspectives of its shareholders and looks forward to a continuing dialogue with them about the company's governance, performance and strategic direction. The board and management team will continue to prioritize good governance, perform their duties in the best interest of Mayfair and remain focused on advancing the company's flagship asset, the 100-per-cent-controlled Fenn-Gib gold project in the Timmins region of Northern Ontario.

About Mayfair Gold Corp.

Mayfair Gold is a Canadian mineral exploration company focused on advancing the 100-per-cent-controlled Fenn-Gib gold project in the Timmins region of Northern Ontario. The Fenn-Gib gold deposit is Mayfair's flagship asset and currently hosts an updated National Instrument 43-101 resource estimate with an effective date of April 6, 2023, with a total indicated resource of 113.69 million tonnes containing 3.38 million ounces at a grade of 0.93 grams per tonne gold and an inferred resource of 5.72 million tonnes containing 160,000 ounces at a grade of 0.85 g/t Au at a 0.40 g/t Au cut-off grade. Mr. Maunula is deemed a qualified person as defined by NI 43-101.

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