Subject: Mayfair Acquisition Corp (the "Company") - News Release for Immediate Dissemination
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File: Attachment Mayfair - News Release - Private Placement Close $0.02 & $0.05 October 30, 2026.pdf
Not for distribution to United States newswire services or for release publication, distribution or
dissemination directly, or indirectly, in whole or in part, in or into the United States.
MAYFAIR ACQUISITION CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT
VANCOUVER, BRITISH COLUMBIA October 30, 2026 Mayfair Acquisition Corp. (TSXV: MFA.P) (the
"Company") the Company is pleased to announce that it has closed its previously announced non-
brokered private placement (the "Private placement") of an aggregate of 11,627,000 common shares (the
"Shares") comprised of 1,627,000 Shares issued at a price of $0.02 (the "$0.02 Offering") and 10,000,000
Shares issued at a price of $0.05 for aggregate proceeds of $532,540.
Proceeds of the Private Placement will be used for working capital purposes including to fund
Management's on-going efforts reviewing and negotiating potential merger and or acquisition
opportunities to form the Company's "Qualifying Transaction" under the policies of the Exchange. 100%
of the proceeds the $0.02 Offering will be used in connection with the Company's efforts to complete a
Qualifying Transaction, as defined in the Policies of the TSX Venture Exchange, (a "Qualifying
Transaction") that will maximize shareholder value.
The Private Placement included subscriptions by two directors of the Company totalling 300,000 Shares
(the "Insider Shares") at a price of $0.05 for aggregate proceeds of $15,000 and were issued on the same
terms and conditions as arm's length subscribers. The issuance of the Insider Shares to the insiders of the
Company constitutes a "Related Party Transaction" under Policy 5.9 of the TSX Venture Exchange which
adopts Multilateral Instrument 61-101 ("MI 61-101") as a policy of the TSX Venture Exchange. In
completing such transactions, the Company relied on the applicable exemptions from the valuation
requirement and minority security holder approval requirements available under Sections 5.5(a) and
5.7(a) of MI 61-101, respectively, on the basis that the participation in the private placement by insiders
did not exceed 25% of the Company's market capitalization.
All of the securities issuable in connection with the Private Placement will be subject to a hold period of
four months and one day in accordance with applicable securities laws and the policies of the TSX Venture
Exchange. In addition, pursuant to the Policies of the TSX Venture Exchange the Insider Shares will be
subject to a Capital Pool Company form 2F Escrow Agreement will be released from escrow in stages over
a period of 18 months from the date of the TSX Venture Exchange's final bulletin for the Qualifying
Transaction.
For more information, please contact:
Mayfair Acquisition Corp.
Attn: Mark Tommasi, Director
Telephone: +1 604-318-1448
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 release.
This news release includes forward-looking statements that are subject to risks and uncertainties. All
statements within, other than statements of historical fact, are to be considered forward looking.
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Although the Company believes the expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of future performance and actual results
or developments may differ materially from those in forward-looking statements. Factors that could cause
actual results to differ materially from those in forward-looking statements include market prices,
exploitation and exploration successes, continued availability of capital and financing, and general
economic, market or business conditions and regulatory and administrative approvals, processes and filing
requirements. There can be no assurances that such statements will prove accurate and, therefore,
readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation
to update any forward-looking statements.
UNITED STATES ADVISORY. The securities referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), have been offered and
sold outside the United States to eligible investors pursuant to Regulation S promulgated under the U.S.
Securities Act, and may not be offered, sold, or resold in the United States or to, or for the account of or
benefit of, a U.S. Person (as such term is defined in Regulation S under the United States Securities Act)
unless the securities are registered under the U.S. Securities Act, or an exemption from the registration
requirements of the U.S. Securities Act is available. Hedging transactions involving the securities must not
be conducted unless in accordance with the U.S. Securities Act. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in
the state in the United States in which such offer, solicitation or sale would be unlawful.
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