Mayfair Gold Corp. (“
Mayfair” or the
“
Company”) (
TSX-V:
MFG; OTCQB:
MFGCF) today published a letter to shareholders
from the Independent Chairman of its Board of Directors, Harry
Pokrandt. The letter summarizes the recent actions the Company’s
Board of Directors (the “
Board”) has taken to
protect the Company and its stakeholders over the course of the
proxy contest with Muddy Waters Capital LLC (“
Muddy
Waters”), set to culminate at the upcoming Annual General
and Special Meeting of Shareholders to be held on June 5, 2024
(the “
Meeting”). The full text of the letter
follows.
Dear Valued Shareholder,
We have now reached the final days before you
must make a decision on the future of your company. If you have not
yet voted, please do so and submit your vote as soon as possible to
meet the deadline of Monday, June 3 at 2:00 p.m. (Pacific
time). It is important that all voices are heard.
A large volume of information has been made
available to you since the initiation of the proxy contest by Muddy
Waters in late March. Many misleading statements have been made by
Muddy Waters. On behalf of my colleagues on the Board, I would like
to recap some of the most significant developments of the past few
months.
The Board’s obligation is to consider the
interests of the Company. In doing so, the Board may look to the
interests of various stakeholders, including shareholders,
employees and contractors, creditors, governments, including First
Nations, and the environment. I am enormously proud of the way our
Company has respected and balanced the needs of each of these
groups over the past several years, and in particular, during this
proxy contest. I believe we have done everything in our power to
honour our commitments and account for a diverse set of
interests.
We have maintained open communications with the
local communities most affected by our operations, including the
Apitipi Anicinapek Nation (the “AAN”) on whose territory the
Fenn-Gib Project is located. The AAN has expressed its
disappointment that Muddy Waters has made no efforts to contact
them, despite the fundamental risks that may pose to the
continuation of the project.
When our senior employees moved to terminate
their employment, on the basis that the actions of Muddy Waters
constituted a change of control event under their employment
contracts, we reached a settlement agreement to ensure they remain
in their positions until at least the date of the Meeting. In that
regard, we have been diligent in honouring Mayfair’s contracts with
the individuals who have contributed so much of their time and
expertise to create value for all stakeholders. It is worth noting
that no independent director stands to benefit from any change of
control payments; to the contrary, we have all been threatened with
litigation for causing the Company to respect its contractual
obligations and seeking to protect the interest of all
stakeholders, particularly minority shareholders and employees.
Ultimately, Mayfair’s future will be decided by
its shareholders. To this group, the Board has demonstrated a firm
commitment in recent months, including:
- First and
foremost, we maintained the focus on running the Company despite
the significant distractions, highlighted by the appointment of a
Vice President, Technical Services, the initiation of a
pre-feasibility study at Fenn-Gib, the initiation of a major
environmental field program in support of permitting, and the
preservation of management continuity.
- We duly
considered all proposals brought forward by a subset of our
shareholders led by Muddy Waters, making every effort to engage
with them in a constructive manner, while avoiding their requests
to deviate from sound governance practices such as undertaking a
basic screening process for proposed directors.
- We initiated
multiple attempts to negotiate a settlement with Muddy Waters that
could avoid the potential turmoil of the departure of the entire
senior team, but to no avail.
- We fought to
preserve your right to vote for the directors of your choice at the
Meeting.
- We have striven
for full transparency in our disclosure materials so that
shareholders have complete information about the implications of
their vote.
- Equally
important, we have called attention to the inadequate disclosure
from Muddy Waters and the unacceptable risks to the Company should
their proposals and nominees prevail.
- We sought and
accepted the advice of legal counsel to help us remain in
compliance with all applicable legal requirements and governance
principles.
Our position on each of these points has been
fully validated by two separate independent proxy advisors, ISS and
Glass Lewis, who specialize in reviewing information in proxy
contests like this one and make voting recommendations. Both firms
issued reports recommending that shareholders vote for the
management resolutions in their entirety, and against all Muddy
Waters resolutions.
Throughout this period, our sole motivation has
been a sincere desire to do what we consider to be in the best
interest for Mayfair Gold and its multiple stakeholder groups.
There has been no attempt at entrenchment by the Board. We take our
fiduciary obligations seriously.
Thank you for your continued support.
|
Very truly yours, |
|
(signed) “Harry Pokrandt”Harry PokrandtChairman |
|
|
Vote for Experience. Vote the WHITE
Proxy Card.
The Board advises shareholders to vote the WHITE
Proxy or voting instruction form well in advance of the deadline at
2:00 p.m. (Pacific time) on June 3, 2024, in connection
with the upcoming Meeting. Shareholders who have any questions
relating to the Meeting or about the completion and delivery of the
WHITE Proxy or voting instruction form, may contact Alliance
Advisors, LLC by telephone at 844-858-7380 or email at
Mayfair@allianceadvisors.com.
Additional details relating to the matters to be
voted upon at the Meeting and the Board’s recommendations are
included in the management information circular dated May 6, 2024,
which is available on www.sedarplus.ca, as well as the Investor
Resources section of the Company’s website at
https://mayfairgold.ca/investor-resources/.
Scientific and Technical
Information
Scientific and technical information contained
in this news release has been derived, in part, from the Company’s
technical report titled “National Instrument 43-101 Technical
Report Fenn–Gib Project, Ontario, Canada” with an effective date of
April 6, 2023, and reviewed and approved by Tim Maunula, an
independent “qualified person” pursuant to National Instrument
43-101 – Standards of Disclosure for Mineral Projects.
About Mayfair
Mayfair Gold is a Canadian mineral exploration
company focused on advancing the 100% 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 NI 43-101 resource estimate with an effective date of April
6, 2023 with a total Indicated Resource of 113.69M tonnes
containing 3.38M ounces at a grade of 0.93 g/t Au and an Inferred
Resource of 5.72M tonnes containing 0.16M ounces at a grade of 0.85
g/t Au at a 0.40 g/t Au cut-off grade. The Fenn-Gib deposit has a
strike length of over 1.5km with widths ranging over 500m. 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%.
ON BEHALF OF THE BOARD OF DIRECTORS
For further information contact:Patrick Evans,
President and CEOPhone: (416) 670-5114Email:
patrick@mayfairgold.caWeb: www.mayfairgold.ca
Media contact:John Vincic, Oakstrom
AdvisorsPhone: (647) 402-6375Email: john@oakstrom.com
For information on voting:Alliance Advisors,
LLC Phone: 1-844-858-7380Email: Mayfair@allianceadvisors.com
Forward Looking Statements
This news release contains forward-looking
statements and forward-looking information within the meaning of
Canadian securities legislation (collectively,
“forward-looking statements”) that relate to
Mayfair’s current expectations and views of future events,
including risks to the Company from Muddy Waters’ proposals and
nominees. Forward-looking statements and may involve estimates,
assumptions and uncertainties which could cause actual results or
outcomes to differ materially from those expressed in such
forward-looking statements. No assurance can be given that these
expectations will prove to be correct and such forward-looking
statements included in this news release should not be unduly
relied upon. These statements speak only as of the date of this
news release.
Forward-looking statements are based on a number
of assumptions and are subject to a number of risks and
uncertainties, many of which are beyond Mayfair’s control, which
could cause actual results and events to differ materially from
those that are disclosed in or implied by such forward-looking
statements. Mayfair undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required
by law. New factors emerge from time to time, and it is not
possible for Mayfair to predict all of them, or assess the impact
of each such factor or the extent to which any factor, or
combination of factors, may cause results to differ materially from
those contained in any forward-looking statement. Any
forward-looking statements contained in this news release are
expressly qualified in their entirety by this cautionary
statement.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release.
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