Mayfair Acquisition and BOA Gold Announce Initial Submission of Filing Statement for Proposed Qualifying Transaction and Additional Updates

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VANCOUVER, British Columbia, Feb. 29, 2024 (GLOBE NEWSWIRE) — Mayfair Acquisition Corp. (TSXV: MFA.P) (“Mayfair”) and Boa Gold Corp. (“Boa”) are pleased to announce that further to the news releases dated September 18, 2023, and November 20, 2023 (the “Prior Releases”), in connection with the proposed “three-cornered amalgamation” (the “Transaction”) pursuant to the amalgamation agreement dated November 17, 2023 among Mayfair, 1448505 B.C. Ltd., a wholly owned subsidiary of Mayfair (“Subco”) and Boa (the “Amalgamation Agreement”), and pursuant to the policies of the TSX Venture Exchange (the “TSXV”), Boa and Mayfair have filed their initial submission with the TSXV, 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 “Resulting Issuer”).

The Transaction, if completed, will constitute Mayfair’s “Qualifying Transaction” (as such term is defined in TSXV Policy 2.4 – Capital Pool Companies (“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, receipt of TSXV 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 February 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 TSXV and regulatory authorities; and (iii) a consolidation of its common shares on a 1.5:1 basis (the “Mayfair Consolidation”), in each case, subject to completion of the Transaction (the “Mayfair Shareholder Meeting Matters”). 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 January 5, 2024. The Company intends to effect the amendment and restatement of its Articles promptly following receipt of TSXV 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 (“Subscription Receipts”) at a price of $0.17 per Subscription Receipt, raising minimum gross proceeds of $1,125,000 (the “Concurrent Financing”).  Each Subscription Receipt will automatically convert, for no additional cost, into one unit (a “Unit”) upon receipt of TSXV conditional approval for the Transaction. Each Unit will be comprised of one common share in the capital of Boa (a “Boa Share”) and one common share purchase warrant of Boa (a “Unit Warrant”) entitling the holder thereof to purchase one additional Boa Share at a price of $0.30 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% 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 Copeçal Property (as defined below) 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 (the “Amending Agreement”) amending the terms of the Amalgamation Agreement. Among other things, the Amending Agreement extends the outside date for the completion of the Transaction from February 29, 2024 to April 2, 2024; permits Boa to complete a private placement of up to 250,000 Boa Shares at a price of $0.10 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 be comprised of 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 below.

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 TSXV, 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 November 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, British Columbia, Canada and is currently focused on the exploration of the Copeçal Property located in the Juruena Gold Province in the Mato Grosso State in Central Western Brazil (the “Copeçal Property”). Boa, through its wholly-owned subsidiary, Ouro Resources Inc., owns 100% of the interests in the Copeçal 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 Copeçal Property.

For further details on the Copeçal Property, please see the Prior Releases.

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 TSXV 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 TSXV. Trading in the Mayfair Shares will remain halted pending the review of the Transaction by the TSXV and satisfaction of the conditions of the TSXV 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.

For more information, please contact:

Cautionary Note Regarding Forward-Looking Information

This press release contains statements which constitute “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws (collectively, “forward-looking statements”), including statements regarding the plans, intentions, beliefs and current expectations of Mayfair and Boa with respect to future business activities and operating performance. Forward-looking statements are often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: (a) expectations regarding the Transaction including, but not limited to, the timing associated with completing the Transaction; receipt of TSXV approval for the Transaction; the anticipated composition of the Resulting Issuer management team; the terms of the Concurrent Financing including the size and timing associated with completing such financing and the fact that Boa Shares are expected to be issued to certain finders in connection with such financing; (b) the business plans and expectations of Boa and the Resulting Issuer; (c) trading in Mayfair Shares and when such trading will resume; and (d) the issuance of and timing associated with issuing a further news release or news releases.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain TSXV approval and satisfy the other conditions to the consummation of the Transaction on the proposed schedule and terms and conditions set out in the Amalgamation Agreement; that Boa will be able to complete the Concurrent Financing on the terms and conditions and within the timeframe expected; that the Amalgamation Agreement will not be terminated prior to the closing the Transaction; that the composition of the Resulting Issuer management team will be as anticipated; that no unanticipated events will occur that will delay or prevent the completion of the Transaction; the Resulting Issuer will use the proceeds of the Concurrent Financing as anticipated; and that the Resulting Issuer will carry on the business of Boa and focus on the exploration of the Copeçal Property upon completion of the Transaction.

Additionally, these forward-looking statements may be affected by risks and uncertainties in the business of Mayfair and Boa and general market conditions. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect Mayfair and Boa’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Mayfair and Boa believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: the failure to consummate the Transaction on the terms and conditions in the Amalgamation Agreement, or at all; the failure to obtain TSXV approval or satisfy the other conditions to the consummation of the Transaction; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, investors and competitors; adverse changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations both locally and in foreign jurisdictions; compliance with extensive government regulation and the costs associated with compliance; unanticipated costs; the risks and uncertainties associated with foreign markets; and the diversion of management time on the Transaction. Additionally, the forward-looking statements contained herein may be affected by risks and uncertainties in the business of Mayfair and Boa and general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Mayfair and Boa have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. Mayfair and Boa do not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as defined in the TSXV Policy 1.1), majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

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