AUSTIN, Texas, March 19,
2024 /CNW/ - Muddy Waters Capital LLC ("Muddy
Waters") announced today that it has lost confidence in the
board of directors (the "Board") of Mayfair Gold Corp.
("Mayfair" or the
"Company") (TSXV: MFG) (OTCQB: MFGCF). Muddy Waters intends
to solicit proxies from securityholders of Mayfair for the purpose of reconstituting the
Board and, accordingly, is ceasing to rely on the alternative
monthly report system in respect of Mayfair.
Carson Block, Founder and Chief
Investment Officer of Muddy Waters, stated "The conduct of the
Board has raised serious concerns that we believe must be addressed
promptly. For example, repeated delays on a number of key
objectives appear to have been met with uncertainty about how to
proceed. This has eroded our confidence in the ability of the Board
to set realistic goals, establish key strategic targets and align
management with those outcomes. In addition, we have significant
concerns regarding the excessive distribution of options, which we
have repeatedly raised with the Company. We further understand that
over the past few months, the Board has resisted granting a seat on
the Board to one of the Company's largest shareholders, raising
concerns regarding entrenchment, which is antithetical to our
belief that key shareholders of issuers are entitled to board
representation absent clear evidence that they will not act in the
best interests of the company."
Muddy Waters has sought to resolve this matter privately and
amicably but to no avail. As a result, Muddy Waters intends to
consider, at a minimum, replacing Mr. Harry
Pokrandt and adding one additional director. Muddy Waters
may also seek additional changes to the Board in order to enhance
shareholder value. Muddy Waters will pursue any and all options to
achieve its goals on behalf of all shareholders, including
requisitioning a meeting of shareholders to be held no later than
June 5, 2024 (the
"Meeting").
As of the date of this news release, Muddy Waters, on behalf of
certain investment funds managed by it, exercises control and
direction over an aggregate of 14,724,819 Mayfair shares that, together with 592,174
shares held by Freddy Brick and
1,503,232 shares over which Darren
McLean exercises control and direction, represents
approximately 16.77% of the 100,296,007 issued and outstanding
shares of Mayfair based on the Management's Discussion and Analysis
of the Company for the three and nine months ended September 30, 2023. Freddy Brick, a partner at Muddy Waters, is a
joint actor with Muddy Waters. Darren McLean, a consultant to
Muddy Waters, may be considered to be acting jointly or in concert
with Muddy Waters. Under the terms of the consulting agreement
between Darren McLean and Muddy
Waters, Mr. McLean may be entitled to a share of the profits
realized by Muddy Waters on the disposition of shares held by Muddy
Waters.
Depending on market conditions and other factors, Muddy Waters
may in the future increase or decrease its control or direction
over securities of the Company through open market transactions,
private agreements or otherwise. Muddy Waters may also acquire
additional securities of the Company to facilitate the
reconstitution of the Board.
This press release is issued pursuant to National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues, which requires a report to be filed
on SEDAR+ (www.sedarplus.ca) with respect to the foregoing matters.
To receive a copy of the report filed in respect of the above
matters, please contact Anthony Jew
at aj@muddywaterscapital.com.
Additional Information
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable corporate and securities laws. Although Muddy
Waters may requisition a meeting of shareholders, such requisition
has not yet been submitted, there is currently no record or meeting
date set, and shareholders are not being asked at this time to
execute a proxy in favour of Muddy Waters' nominees or any other
resolutions that may be set forth in the requisition.
Notwithstanding the foregoing, Muddy Waters is voluntarily
providing the disclosure required under section 9.2(4) of National
Instrument 51-102 – Continuous Disclosure Obligations in
accordance with corporate and securities laws applicable to public
broadcast solicitations.
This press release and any solicitation made by Muddy Waters in
advance of the Meeting is, or will be, as applicable, made by Muddy
Waters, and not by or on behalf of the management of the Company.
In connection with the Meeting, Muddy Waters may file an
information circular in compliance with applicable corporate and
securities laws.
Muddy Waters is not soliciting proxies in connection with the
Meeting at this time, and shareholders are not being asked at this
time to execute proxies in favour of Muddy Waters' nominees (in
respect of the Meeting) or any other resolution that may be set
forth in a requisition. Proxies may be solicited by Muddy Waters
pursuant to an information circular sent to shareholders of the
Company after which solicitations may be made by or on behalf of
Muddy Waters, by mail, telephone, fax, email or other electronic
means, and in person by Muddy Waters or its directors, officers,
partners, employees and consultants, as applicable, or any proxy
advisor that Muddy Waters may retain or by Muddy Waters' nominees.
Muddy Waters may also solicit proxies in reliance upon the public
broadcast exemption to the solicitation requirements under
applicable corporate and securities laws, convey by way of public
broadcast, including through press releases, speeches or
publications, and by any other manner permitted under applicable
Canadian laws. All costs incurred for any solicitation will be
borne by Muddy Waters.
Muddy Waters is not requesting that shareholder submit a proxy
at this time. Once Muddy Waters has commenced a formal solicitation
of proxies in connection with the Meeting, a registered shareholder
that gives a proxy may revoke it by: (i) executing a proxy bearing
a later date or by executing a valid notice of revocation, either
of the foregoing to be executed by the registered shareholder or
the registered shareholder's authorized attorney in writing, or, if
the shareholder is a corporation, under its corporate seal by an
officer or duly authorized attorney, and by delivering the proxy
bearing a later date to the registered office of the Company, at
any time up to and including the last business day that precedes
the day of the Meeting or, if the Meeting is adjourned, the last
business day that precedes any reconvening thereof, or to the
chairman of the Meeting on the day of the Meeting or any
reconvening thereof, or in any other manner provided by law, (ii)
personally attending the Meeting and voting the registered
shareholder's shares, or (iii) in any other manner permitted by law
and the articles of the Company. Non-registered shareholders should
contact their broker for assistance in ensuring that forms of
proxies or voting instructions previously given to an intermediary
are properly revoked.
None of Muddy Waters or, to its knowledge, any of its associates
or affiliates, has any material interest, direct or indirect, by
way of beneficial ownership of securities or otherwise, in any
matter proposed to be acted on at the Meeting, other than the
election of directors to the Board.
Mayfair's registered office
address is 700-1199 West Hastings Street, Vancouver, British Columbia, V6E 3T5. A copy
of this press release may be obtained on Mayfair's SEDAR+ profile at
www.sedarplus.ca.
Disclaimer
The information contained or referenced herein is for
information purposes only in order to provide the views of Muddy
Waters and the matters which Muddy Waters believes to be of concern
to shareholders described herein. The information is not tailored
to specific investment objections, the financial situations,
suitability, or particular need of any specific person(s) who may
receive the information, and should not be taken as advice in
considering the merits of any investment decision. The views
expressed herein represent the views and opinions of Muddy Waters,
whose opinions may change at any time and which are based on
analyses of Muddy Waters.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking information within
the meaning of applicable securities laws. In general,
forward-looking information refers to disclosure about future
conditions, courses of action, and events. Forward-looking
information in this press release may include, but is not limited
to, statements of Muddy Waters regarding (i) the Meeting, including
the intention of Muddy Waters to requisition the Meeting and
solicit proxies in connection therewith, (ii) the proposed
reconstitution of the Board, (iii) possible additional changes to
the Board, (iv) enhancement of shareholder value and (v) matters
relating to the Company, including its business, operations and
financial condition. All statements contained in this press release
that are not clearly historical in nature or that necessarily
depend on future events are forward‐looking, and the use of any of
the words "anticipates", "believes", "expects", "intends", "plans",
"will", "would", and similar expressions are intended to identify
forward-looking statements. These statements are based on current
expectations of Muddy Waters and currently available information.
Forward-looking statements are not guarantees of future
performance, involve certain risks and uncertainties that are
difficult to predict, and are based upon assumptions as to future
events that may not prove to be accurate. Muddy Waters undertakes
no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as required by applicable securities
legislation.
SOURCE Muddy Waters Capital LLC