Mr. Patrick Evans reports

MAYFAIR GOLD SETS THE RECORD STRAIGHT AND CORRECTS MUDDY WATERS' MISLEADING AND INACCURATE STATEMENTS

Mayfair Gold Corp. has responded to a letter to shareholders released by Muddy Waters Capital LLC on April 2, 2024, confirming that Muddy Waters has requisitioned a meeting of shareholders for the purpose of reconstituting the company's board of directors.

The company is reviewing the requisition and will respond within the time frame set out in applicable legislation. In the meantime, there is no need for shareholders to take any action.

The company also wishes to set the record straight and correct misleading and inaccurate statements made by Muddy Waters in the letter.

Contrary to Muddy Waters' assertion that it hoped to resolve issues with the company quickly, it has consistently refused to engage in a constructive dialogue with Mayfair. Instead, Muddy Waters has insisted that the board immediately appoint its nominee, Darren McLean, as a director and chair, despite Mr. McLean never having served as a director or officer of a Canadian public company. When the board indicated its willingness to consider Mr. McLean's candidacy as part of a comprehensive and pro-active process to identify suitable candidates for board recruitment, Muddy Waters refused. Muddy Waters did not express any dissatisfaction or deterioration of trust in the board until sending its March 14, 2024, demand that the board immediately halt its recruitment process and instead appoint its nominee as chair.

The letter also makes a number of unsubstantiated statements about compensation for directors and management which require clarification and context. The company's option pool has not been "depleted," and sufficient options remain available under the company's option plan (for reference, dated Feb. 24, 2020) to support any necessary additions to the board or management team in the near term. Furthermore, approximately 90 per cent of options under the company's option plan were granted prior to Muddy Waters disclosing its investment in the company.

Mayfair's compensation has been supported by detailed research conducted by external consultants who have ranked the company against a peer group of mineral exploration and development companies with a range of market capitalization, exchange listing and enterprise value comparable with the company. Contrary to statements made in the letter, the company's compensation has ranked well below that of its benchmark peer group. No shareholder other than Muddy Waters has expressed any concerns to the board or management regarding the company's compensation practices. An offer for a representative of Muddy Waters to meet with the compensation committee of the board was declined.

The letter also refers to a founder of the company being denied his nomination right to join the board. That is not the case. To be clear, the company will honour nomination rights held under the board nomination rights agreements held by two founders of the company. The nomination rights can be exercised by holders of these rights when the company provides notice of a shareholder meeting. The company has not finalized the date of its 2024 annual general meeting (AGM), but will provide notice to nomination rights holders as soon as it does.

There is no attempt by the current board to entrench itself, and the board and management welcome continuing engagement with shareholders. Unfortunately, good-faith efforts made by the company to constructively address concerns raised by Muddy Waters have been rejected out of hand with no compromise suggested.

The board and management remain committed to good governance and value creation, and will continue to take actions that they believe are in the best interests of the company. They remain focused on progressing Mayfair's flagship asset, the 100-per-cent-controlled Fenn-Gib gold project in the Timmins region of Northern Ontario, as reflected by the recently announced initiation of a prefeasibility study for the Fenn-Gib project in the company's March 27, 2024, press release.

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 gram 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 (see NI 43-101 technical report on the Fenn-Gib project, Ontario, Canada, prepared by Tim Maunula, PGeo, of T. Maunula & Associates Consulting Inc., dated April 6, 2023). Mr. Maunula is deemed a qualified person as defined by NI 43-101. The Fenn-Gib deposit has a strike length of over 1.5 kilometres, with widths ranging over 500 metres. The gold-mineralized zones remain open at depth and along strike to the east and west. Recently completed metallurgical tests confirm that the Fenn-Gib deposit can deliver robust gold recoveries of up to 94 per cent.

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