Mayfair Acquisition Corp. and Boa Gold Corp. Enter Into Letter of Intent to Complete Qualifying Transaction and Listing on the TSX Venture Exchange

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VANCOUVER, British Columbia, Sept. 18, 2023 (GLOBE NEWSWIRE) -- Mayfair Acquisition Corp. (TSXV: MFA.P) ("Mayfair") and Boa Gold Corp. ("Boa") are pleased to announce that they have entered into a non-binding letter of intent dated September 15, 2023, which outlines the general terms and conditions of a proposed transaction that will result in a reverse take-over of Mayfair by Boa (the "Proposed Transaction"). The Proposed Transaction will not be a Non-Arm’s Length Qualifying Transaction (as such term is defined in Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual (the "Manual"), and, if completed, will constitute Mayfair’s "Qualifying Transaction" (as such term is defined in Policy 2.4).

In connection with the Proposed Transaction, Mayfair and Boa will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

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. ("Ouro"), owns 100% of the interests in the Copeçal Property. Boa acquired Ouro on February 1, 2023, pursuant to a share exchange agreement dated January 25, 2023 (the "Share Exchange Agreement"). There are no royalties or any further payments required under the Share Exchange Agreement. Upon completion of the Proposed Transaction, the resulting issuer (the "Resulting Issuer") will carry on the business of Boa as a mineral exploration company focused on the exploration of the Copeçal Property.

The Copeçal Property Overview

The Copeçal Property is located in the Juruena Gold Province in the Mato Grosso State in Central Western Brazil and is comprised of two tenements, covering 4,000 hectares forming two rural properties. The Copeçal Property is located 60 km from Alta Floresta, a 50,000-population center with daily commercial flights from Mato Grosso state capital, Cuiaba. The majority of the Copeçal Property is in cleared pasture, with mining-friendly farm owners. The maintenance fee is 4.33 Brazilian reais per hectare per year. There has been an estimated USD$1 million in exploration expenditures spent by a previous operator on the area surrounding and including the Copeçal Property. The previous work conducted on the general area by the previous operator includes:

• geological and structural field mapping;
• soil and stream sampling;
• trail induced polarization ground surveys;
• auger drilling (49 holes); and
• induced polarization and magnetic orientation surveys on 5 cross sections.
  

Financial Information on Boa

Based on the unaudited financial statements of Boa for the financial period ended July 31, 2023, Boa had a net loss of $215,114 for the period from November 22, 2022 (date of incorporation) to July 31, 2023, total assets of $702,941, total liabilities of $23,250, and shareholders’ equity of $679,691, as at July 31, 2023.

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 the Manual) 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).

Proposed Transaction Summary

The Proposed Transaction is expected to be structured as a three-cornered amalgamation pursuant to the provisions of the BCBCA, whereby Mayfair will incorporate a wholly-owned subsidiary under the BCBCA, which will amalgamate with Boa (the "Amalgamation") to form a newly amalgamated company ("Amalco"). In connection with the Amalgamation, holders of the common shares of Boa (“Boa Shares”) will receive one common share in the capital of the Resulting Issuer (a "Resulting Issuer Share") as consideration for each Boa Share held immediately before the Amalgamation, such that the total consideration payable in connection with the Proposed Transaction is expected to be approximately 24,899,500 Resulting Issuer Shares, on a post-Consolidation (as defined below) basis, in addition to any additional Boa Shares issued and outstanding immediately prior to the closing of the Proposed Transaction as a result of the Concurrent Financing (as defined below), which additional Boa Shares, if any, will be exchanged for Resulting Issuer Shares on a one-for-one basis.

In connection with the Proposed Transaction, it is anticipated that Mayfair will consolidate its common shares (the "Mayfair Shares") on a 1.5:1 basis, as may be adjusted (the "Consolidation"). As a result of the Consolidation, each security convertible into a Mayfair Share will, upon conversion, be adjusted in accordance with its terms to account for the Consolidation.

The Proposed Transaction is subject to the parties entering into a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement") on or before December 31, 2023, or such other date as Mayfair and Boa may mutually agree. Completion of the Proposed Transaction is also subject to a number of other customary conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSXV approval. Pursuant to the Proposed Transaction, Mayfair will: (i) change its name ("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 (ii) adopt a new equity incentive plan (the "Equity Incentive Plan") and stock symbol. Concurrently with, or immediately following, the closing of the Proposed Transaction, and subject to receipt of shareholder approval of the new Equity Incentive Plan, the new board of directors of the Resulting Issuer may issue additional stock options and/or restricted share units, performance share units or deferred share units to directors, officers, employees and consultants of the Resulting Issuer in accordance with the Equity Incentive Plan, applicable TSXV policies and securities laws. Upon completion of the Proposed Transaction, the Resulting Issuer will carry on the business of Boa, and Amalco will be a wholly-owned subsidiary of the Resulting Issuer.

In connection with the Proposed Transaction, Mayfair will convene a meeting of its shareholders for the purpose of approving, among other matters: (i) the Consolidation; (ii) the adoption of the Equity Incentive Plan on terms acceptable to the TSXV and applicable regulatory authorities; (iii) the Name Change; and (iv) such other matters as Mayfair or Boa may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the Proposed Transaction, or that Boa may reasonably request (collectively, the "Mayfair Shareholder Meeting Matters"). It is not currently anticipated that the Proposed Transaction will require the approval of the shareholders of Mayfair, as it is not a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Each of the directors and officers of Mayfair will, contemporaneously with or prior to the execution of the Definitive Agreement, enter into a voting support agreement with Boa to vote all of their securities of Mayfair in favour of the Mayfair Shareholder Meeting Matters. Additionally, Mayfair’s board of directors will unanimously recommend to its shareholders that they vote in favor of and approve the Mayfair Shareholder Meeting Matters.

In connection with the Proposed Transaction, Boa will convene a meeting of its shareholders for the purpose of approving: (i) the Proposed Transaction; and (ii) such other matters as Boa may deem necessary or advisable or that would not reasonably be expected to impede, delay or interfere with the completion of the Proposed Transaction, or that Mayfair may reasonably request (collectively, the “Boa Shareholder Meeting Matters”). Each of the directors and officers of Boa will, contemporaneously with or prior to the execution of the Definitive Agreement, enter into a voting support agreement with Mayfair to vote all of their securities of Boa in favour of the Boa Shareholder Meeting Matters. Additionally, Boa’s board of directors will unanimously recommend to its shareholders that they vote in favor of and approve the Boa Shareholder Meeting Matters.

Upon the closing of the Proposed Transaction, it is expected that the Resulting Issuer will have approximately: (i) 34,735,710 Resulting Issuer Shares issued and outstanding; (ii) 542,443 stock options issued and outstanding to acquire an aggregate of 542,443 Resulting Issuer Shares; and (iii) 266,667 common share purchase warrants issued and outstanding to acquire an aggregate of 266,667 Resulting Issuer Shares. Notwithstanding the foregoing, as at the date hereof it is not possible for the parties to definitively determine the aggregate number of Resulting Issuer Shares expected to be outstanding upon completion of the Proposed Transaction, nor the percentage of the outstanding Resulting Issuer Shares expected to be owned by the shareholders of Mayfair and Boa, as such determinations will depend upon the terms of the Concurrent Financing and the Consolidation, any of which may impact the total number of Resulting Issuer Shares expected to be outstanding upon completion of the Proposed Transaction. A subsequent news release will be issued when the applicable information is confirmed.

No finder’s fee or commission is payable in connection with the Proposed Transaction. Additionally, no deposits, advances or loans have been made, or will be made, in connection with the Proposed Transaction.

Concurrent Financing

Prior to or concurrently with the closing of the Proposed Transaction Boa will complete a non-brokered private placement of special warrants, subscription receipts, common shares or units (as determined in Boa’s exclusive discretion) raising minimum gross proceeds of $750,000 (the “Concurrent Financing”). It is contemplated that any convertible securities issued in the Concurrent Financing will be exchanged or converted, as applicable, into Boa Shares prior to the closing of the Proposed Transaction and subsequently exchanged for Resulting Issuer Shares in accordance with the terms of the Definitive Agreement. The price per security to be issued under the Concurrent Financing will be agreed to by the parties. A subsequent news release will be issued when the final terms of the Concurrent Financing are confirmed. 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 general operating expenses, advancement of the Copeçal Project and funding completion of the Proposed Transaction.

Boa may pay finders’ fees in connection with the Concurrent Financing, the details of which, if any, will be disclosed in a subsequent news release.

Officers and Directors

Prior to completion of the Proposed Transaction and subject to approval by the TSXV and the filing of all required materials, it is anticipated that the board of directors of the Resulting Issuer will be reconstituted to comprise a slate of five directors, of which at least three directors will be independent, at least four directors will be appointed by Boa, one director will be appointed by Mayfair and all of which will be subject to the approval of Boa and the TSXV. It is currently expected that the board of directors of the Resulting Issuer will be comprised of the following individuals: Robert Birmingham, Rafael Mottin, John Willock, Casey Forward and Daniel Lubienietzky. The officers of the Resulting Issuer will be determined prior to completion of the Proposed Transaction.

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.

Rafael Mottin

Mr. Mottin is currently a Director of Boa. Mr. Mottin has over 10 years’ experience in the Brazilian mining industry, with significant permitting and construction experience. He has engaged in multiple M&A transactions with Brazilian mining assets. Mr. Mottin holds an MBA from the Rotman School of Management, University of Toronto, and was part of the “Global Mining Management” program at the Schulich School of Business (York 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.

John Willock

Mr. Willock has spent his career innovating in capital markets trading and technology including leading teams for over a decade at Nasdaq and TMX focused on data & analytics. He subsequently founded his own firm focused on blending modern approaches to enabling efficient markets, and engaged with global regulators to understand how and where regulations could evolve to bring new asset classes such as digital assets under regulatory certainty and improve legacy processes for traditional asset classes. As part of his regulatory relationships he was a member of the Ontario Securities Committee Fintech Advisory Committee.

Daniel Lubienietzky

Mr. Lubienietzky is currently a Portfolio Manager at Alpha Sherpa Capital Management. Mr. Lubienietzky has over 15 years of capital markets experience with a focus on Canadian public equities. Previously, Mr. Lubienietzky was a Senior Manager of Business Development at the Toronto Stock Exchange and TSX Venture Exchange, and earlier in his career held roles in capital markets at TD Securities and Bank of Canada. Mr. Lubienietzky has an MBA from the Rotman School of Management at the University of Toronto.

Non-Arm’s Length Parties

There is no direct or indirect beneficial interest of any Non-Arm’s Length Party (as defined in the Manual) to Mayfair in the shareholders of Boa, the Significant Assets (as such term is defined in Policy 2.4) or Boa. No Non-Arm’s Length Parties to Mayfair are Insiders (as defined in the Manual) of Boa. There is no relationship between or among any Non-Arm’s Length Party to Mayfair and the Non-Arm’s Length Parties to the Qualifying Transaction (as such term is defined in Policy 2.4). No party or their respective Associates or Affiliates (as such terms are defined in the Manual) is a Control Person (as defined in the Manual) of both Mayfair and Boa and as such, the Proposed Transaction will not constitute a Non-Arm’s Length Qualifying Transaction (as defined in Policy 2.4).

It is not currently anticipated that the Proposed Transaction will require the approval of the shareholders of Mayfair, as 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. The Proposed Transaction will require the approval of the shareholders of Boa.

Sponsorship

The parties intend to apply to the TSXV for a waiver of the sponsorship requirements under Policy 2.2 – Sponsorship and Sponsorship Requirements of the Manual. There is no assurance that a waiver will be granted.

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 Proposed 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 Proposed 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.

About Boa Gold Corp.

Boa was incorporated on November 28, 2022 pursuant to the 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. Boa owns 100% of the interests in the Copeçal Property through its wholly-owned subsidiary, Ouro.

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 the Manual) 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).

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 Proposed Transaction including, but not limited to, the timing associated with entering into the Definitive Agreement and the anticipated terms and conditions to be contained in the Definitive Agreement; the necessary board, shareholder and regulatory approvals and the timing associated with obtaining such approvals; the basis on which the Mayfair Shares will be consolidated and the timing associated therewith; the Name Change; the adoption of the Equity Incentive Plan; the anticipated composition of the Resulting Issuer board of directors; the terms of the Concurrent Financing including the size and timing associated with completing such financing; the preparation and delivery to shareholders of a management information circular, the timing associated with its preparation and delivery to shareholders and the convening of the necessary shareholders meeting(s); (b) the business plans and expectations of Boa; (c) trading in Mayfair Shares and when such trading will resume, if at all; (d) the issuance of and timing associated with issuing a further comprehensive news release or news releases; and (e) expectations for other economic, business, and/or competitive factors.

Such forward-looking statements are based on a number of assumptions of management, including, without limitation, that the parties will be able to obtain the requisite regulatory, board, shareholder and third party approvals and satisfy the other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; that the parties will have completed satisfactory due diligence and enter into the Definitive Agreement within the expected timeframe; that Boa will be able to complete the Concurrent Financing on the terms and conditions and within the timeframe expected; that the parties will be able to negotiate the Definitive Agreement as soon as practicable and in any event prior to December 31, 2023; that the Definitive Agreement will not be terminated prior to the closing the Proposed Transaction; that the Proposed Transaction will be completed in accordance with the terms and conditions of the Definitive Agreement and within the timeframe expected; and that no unanticipated events will occur that will delay or prevent the completion of the Proposed 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 ability to consummate the Proposed Transaction; the ability to obtain requisite regulatory and board approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, customers and competitors; 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 Proposed Transaction. These forward-looking statements 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 Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV Requirements (as defined in the Manual), majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed Transaction, any information released or received with respect to the Proposed 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 proposed 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.