Mayfair Gold Corp. — Management Reports 2021

Apr 27, 2021

MANAGEMENT’S DISCUSSION AND ANALYSIS TSXV: MFG

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For the year ended December 31, 2020

MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

TABLE OF CONTENTS

GENERAL	3
FORWARD LOOKING STATEMENTS	3
IMPACT OF COVID-19	3
COMPANY OVERVIEW	4
HIGHLIGHTS	4
SELECTED FINANCIAL INFORMATION	6
SUMMARY OF QUARTERLY RESULTS	6
COSTS AND EXPENSES	7
INCOME AND RESOURCE TAXES	8
FINANCIAL POSITION AND LIQUIDITY	8
OFF-BALANCE SHEET ARRANGEMENTS	8
SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS	8
STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS THAT ARE NOT YET
EFFECTIVE AND HAVE NOT BEEN ADOPTED EARLY BY THE COMPANY	9
FINANCIAL INSTRUMENTS	9
RELATED PARTY TRANSACTIONS	10
CONTRACTUAL OBLIGATIONS	10
SUBSEQUENT EVENTS	11
OTHER MANAGEMENT DISCUSSION AND ANALYSIS REQUIREMENTS	11
DISCLOSURE OF OUTSTANDING SHARE DATA	12
DISCLOSURE CONTROLS AND PROCEDURES	12
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS	12

2

MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

GENERAL

This Management’s Discussion and Analysis (“MD&A”) as at April 26, 2021, provides a review of the financial performance of Mayfair Gold Corp. (the “Company” or “Mayfair Gold” or “MFG”) and should be read in conjunction with the audited financial statements for the years ended December 31, 2020, and 2019. The Company reports its financial position, results of operations and cash flows in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are presented in Canadian dollars, unless noted otherwise. Financial filings and additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com or at the Company’s website www.mayfairgold.ca. Technical information included in this MD&A regarding the Company’s mineral property has been reviewed by Howard Bird, VP of Exploration of the Company, and a Qualified Person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Properties (“NI 43-101”).

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking information which reflects management's expectations regarding the Company’s growth, results of operations, performance and business prospects and opportunities. The use of words such as “anticipate”, “continue”, “estimate", "expect”, “may”, “will”, “project”, “should”, “believe”, “outlook”, “forecast” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements in this MD&A include, but are not limited to, the Company’s expectation of future activities and results, of its working capital needs and its ability to identify, evaluate and pursue suitable business opportunities. Forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in these forward-looking statements. Readers should not put undue reliance on forward-looking information. Historical results of operations and trends that may be inferred from the following MD&A may not necessarily indicate future results from operations.

IMPACT OF COVID-19

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally. The international response to the spread of COVID-19 has led to significant restrictions on travel; temporary business closures; quarantines; global stock market and financial market volatility; a general reduction in consumer activity; operating, supply chain and project development delays and disruptions; and declining trade and market sentiment. All of these factors have and could further affect commodity prices, interest rates, credit ratings and credit risk.

Current global financial and economic conditions can be unpredictable. Many industries are impacted by these market conditions and the COVID-19 pandemic. Some key impacts of the current financial market turmoil arising from the COVID-19 pandemic include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange, novel fiscal policy and monetary policy and monetary markets and a lack of market liquidity. Additionally, global economic conditions arising from the COVID-19 virus may cause a long-term decrease in asset values. If such global volatility and market turmoil continue, the Company’s operations and financial condition could be adversely impacted. The overall severity and duration of COVID-19-related adverse impacts on the Company’s business will depend on future developments, which cannot currently be predicted, including directives of the federal and provincial governments and health authorities.

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

COMPANY OVERVIEW

Mayfair Gold is a Canadian-based resource company that was incorporated on July 30, 2019, under the laws of the Province of British Columbia. Mayfair Gold currently holds a 100% interest in 21 fee simple patented properties, 153 unpatented mining claims and 144 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada (collectively, the “Fenn-Gib Property”). The Company is focused on acquiring, exploring, and developing mineral deposits in Canada.

Mayfair Gold commenced trading on the TSX Venture Exchange on March 22, 2021, under the ticker symbol “MFG.” The Company’s registered and records office is located at 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7.

HIGHLIGHTS

(i) Asset Purchase Agreement

On June 8, 2020, the Company entered into a binding asset purchase agreement with Lake Shore Gold Corp. (“Lake Shore”). Pursuant to the terms of the Asset Purchase Agreement, the Company agreed to acquire the Fenn-Gib Property. As consideration for the acquisition of the Fenn-Gib Property, the Company: (i) paid Lake Shore a cash payment of US$11,000,000; and (ii) granted Lake Shore a 1.0% net smelter returns royalty derived from the future production of minerals from the Fenn-Gib Property.

On August 28, 2020, the Company placed US$11,000,000 in escrow and on December 31, 2020, the transaction closed and $13,997,500 (US$11,000,000) was recorded as mineral properties on the balance sheet.

(ii) Private Placements

The number of shares issued and fully paid as at December 31, 2020 is 67,511,485. Transactions for the issuance of share capital during the period ended December 31, 2020, were:

• On March 4, 2020, the Company issued 19,819,926 common shares at a fair value of $0.01 per share for total consideration of $198,200. The common shares were issued in connection fairly valued past services performed for the Company.

• On March 10, 2020, the Company issued 5,000,000 common shares at a fair value of $0.01 per share for total consideration of $50,000 cash. The common shares were issued as founders’ shares.

• On April 9, 2020, the Company issued 1,441,565 common shares at a fair value of $0.05 per share for total consideration of $72,078. The common shares were issued in connection with consulting services provided to the Company.

• On May 1, 2020, the Company completed a private placement consisting of the issue of 2,400,000 common shares at a price of $0.06 per share for total consideration of $144,000.

• On August 14, 2020, Company completed a private placement consisting of the issue of 220,213 common shares at a price of $0.47 per share for total consideration of $103,500.

• On August 21, 2020, Company completed a private placement consisting of the issue of 21,803,599 common shares at a price of $0.47 per share for total consideration of $10,123,692.

• On August 24, 2020, Company completed a private placement consisting of the issue of 16,719,798 common shares at a price of $0.47 per share for total consideration of $7,858,306.

• On September 23, 2020, Company completed a private placement consisting of the issue of 106,383 common shares at a price of $0.47 per share for total consideration of $50,000.

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

(iii) Stock options

During the twelve months ended December 31, 2020, the Company issued 3,650,000 stock options at an exercise price of $0.47 per common share. 2,750,000 of such options vested immediately, 450,000 will vest on December 31, 2021, and 450,000 will vest on December 31, 2022, subject to the terms of the Company’s Stock Option Plan.

EXPLORATION OVERVIEW

Fenn-Gib Project Overview

Mayfair Gold currently holds a 100% interest in 21 fee simple patented properties, 153 unpatented mining claims, and 144 patented leasehold mining claims located in the Guibord, Munro, Michaud and McCool Townships in northeast Ontario, Canada (collectively, the “Fenn-Gib Project”). Significant concentrations of gold mineralization on the Fenn-Gib Project occur within two zones: 1) the Main Zone, and 2) the Deformation Zone. These two zones overlap completely and are referred to as the Fenn-Gib Deposit. The Fenn-Gib Deposit is located along the regional Contact Fault, an east-west to south-east trending shear zone, which is interpreted to be a splay of the Porcupine-Destor Fault Zone.

Fenn-Gib Project Exploration Update

Subsequent to the year end, an exploration program was initiated at the Fenn-Gib Project. The 2021 exploration program is focused on both infill and step-out drilling, which is intended to identify additional gold mineralization within the Fenn-Gib Deposit area. Drilling commenced on January 19, 2021, with one drill rig and ramped up to three drill rigs by March 20, 2021. As of April 22, 2021, a total of eleven surface drill holes have been completed on the Fenn-Gib Deposit, representing 9,008 meters. The 2021 drill program is progressing as planned and 50,000 meters are expected to be drilled.

On March 5, 2021, Mayfair Gold filed a ” NI 43-101 Technical Report for the Fenn-Gib Project, Ontario, Canada ” on Sedar dated February 5, 2021 (revised on February 19, 2021) and prepared by JDS Energy and Mining Inc. The resource for the Fenn-Gib Deposit is based on an Indicated Mineral Resource and Inferred Mineral Resource estimate undertaken by Garth Kirkham, P. Geo., of Kirkham Geosystems Ltd., a qualified person as defined by NI 43-101 and independent of Mayfair Gold. The Mineral Resource Estimate incorporates more than 420 drill holes totaling 134,546 meters. The Mineral Resource Estimate for FennGib Deposit is reported at a base case above a 0.35 g/t Au cut-off, as tabulated below:

Fenn-Gib Resource Estimate by Category Using 0.35 g/t Au Cut-Off

Class	Tonnes	Au(g/t)	Au(ounces)
Indicated	70,203,723	0.921	2,077,661
Inferred	3,774,865	0.618	74,967

Note: All mineral resources have been estimated in accordance with Canadian Institute of Mining and Metallurgy and Petroleum (“CIM”) definitions, as required under NI 43-101. Mineral Resource Statement prepared by Garth Kirkham (Kirkham Geosystems Ltd.) in accordance with NI 43-101. Mineral Resources reported demonstrate reasonable prospect of eventual economic extraction, as required under NI 43-101. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. Ounce (troy) = metric tonnes x grade / 31.10348. All numbers have been rounded to reflect the relative accuracy of the estimate. It is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. There are no known environmental, permitting, legal, marketing, and other relevant issues that would materially affect the Mineral Resources.

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

SELECTED FINANCIAL INFORMATION

In 2019, the Company was incorporated and minimal activities occurred. The results for the year ended December 31, 2020, include increased expenditure resulting from the acquisition of the Fenn-Gib Property. During 2020, technical review work was performed in preparation for exploration and evaluation activities of the Fenn-Gib Property in 2021. A notable increase was share-based payment expenses, which increased from $Nil in 2019 to $1,081,300 in 2020 as options were granted to directors, officers and employees of the Company.

For the year ended December 31, 2020, the Company recorded a net loss of $3,261,852, or $0.09 loss per share, versus a net loss of $122,785, or $122,785 loss per single share, for the five month period in 2019. The increased loss was mainly as a result of $421,202 being spent on exploration and evaluation expenses and share based payment expense compared to $Nil being spent for the comparable period in 2019.

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From Incorporation on
Year ended July 30, 2019 to
December 31 December 31
2020 2019
$ $
Earnings and Cash Flow
Expenses (2,722,768) (122,785)
Net loss for period (3,261,852) (122,785)
Basic and diluted loss per share (0.09) (122,785)
-
Cash flow from operations (1,085,719)
-
Investing activities (14,364,303)
Financing activities 18,120,968 1
Balance Sheet
Total assets 16,530,985 1
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SUMMARY OF QUARTERLY RESULTS

For the three months ended on December 31, 2020, the Company recorded a net loss of $2,627,858, or $0.04 loss per share, versus a net loss of $73,352, or $73,352 loss per single share, for the five month period in 2019. The Company had increased expenditure related to the acquisition of Fenn-Gib, as well as technical review and evaluation expenses to prepare for exploration of the property in 2021. The Company also hired key personnel in preparation for the 2021 exploration campaign.

			Three months ended			From Incorporation
						on July 30, 2019 to
	December 31	September 30	June 30	March 31	December 31	September 30
	2020	2020	2020	2020	2019	2019
	$	$	$	$	$	$
Earnings and Cash Flow
Expenses	(1,941,447)	(265,889)	(436,290)	(79,142)	(73,352)	(49,433)
Net loss for period	(2,627,858)	(118,562)	(436,290)	(79,142)	(73,352)	(49,433)
Basic and diluted loss per share	(0.04)	-	(0.02)	(0.01)	(73,352.00)	(49,433.00)
Cash flow from operations	(860,401)	(224,773)	(45)	-	-	-
Investing activities	42,528	(14,406,831)	-	-	-	-
Financing activities	-	18,120,968	-	-	-	1
Balance Sheet
Total assets	16,530,985	18,049,467	193,956	50,001	1	1

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

COSTS AND EXPENSES

The costs and expenses for the three months and year ended December 31, 2020, versus the three months and year ended December 31, 2019, are similar except for exploration and evaluation expenses . For the three months and year ended December 31, 2020, exploration and evaluation expenses were $421,202 and $421,202, respectively, versus $Nil and $Nil, respectively, for the comparable periods in 2019.

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For the period from
incorporation on
Year ended July 30, 2019 to
December 31, 2020 December 31, 2019
-
Exploration personnel and program support $ 137,720 $
-
Consulting fees 196,378
-
Technical report 55,000
Camp maintenance, supplies, mobilization, general costs 32,104 -
-
$ 421,202 $
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Exploration personnel and program support expenses for the three months and year ended December 31, 2020, were $137,720 and $137,720 versus $Nil and $Nil for the comparable periods in 2019. Expenses were incurred in 2020 to support the planning of exploration at the Fenn-Gib Property, which began in early 2021 following the completion of the acquisition of the project. The Company started drilling on the Fenn-Gib Property within three weeks following the Acquisition on December 31, 2020.

Consulting fees

Consulting fees for the three months and year ended December 31, 2020, were $149,862 and $149,862 versus $Nil and $Nil for the comparable period in 2019. The consulting fee incurred in the three months ended December 31, 2020 relates to the hiring of the Company’s President and CEO, CFO and VP Corporate of Affairs. No such expenses were incurred in the prior comparable periods in 2019.

Share-based payment expense

Share-based payment expense for the three months and year ended December 31, 2020, were $1,081,300 and $1,081,300 versus $Nil and $Nil for the comparable periods in 2019. During the three months and year ended December 31, 2020, 3,650,000 stock options were granted at a fair value of $0.39 per stock option compared to no stock options granted for the same periods in 2019. Of the stock options granted in the year ended December 31, 2020, 2,750,000 vested immediately, 450,000 will vest on December 31, 2021, and 450,000 will vest on December 31, 2022, subject to the Company’s Stock Option Plan.

Professional fees

Professional fees for the three months and year ended December 31, 2020, were $340,713 and $967,513 versus $73,352 and $122,785 for the comparable periods in 2019. Professional fees consist of legal fees, audit and accounting and other professional fees. The increase over the same periods in 2019 is mainly due to legal fees and other professional fees incurred during due diligence work on the Fenn-Gib Property.

Office expenses

Office expenses for the three months and year ended December 31, 2020, were $55,446 and $59,491 versus $Nil and $Nil for the comparable periods in 2019. In the three months ended on December 31, 2020, the Company increased its business activities in preparation for the acquisition of the Fenn-Gib Property, which resulted in renting office space, utilities for the acquired exploration building, dues and subscriptions, general office expense and bank charges.

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

INCOME AND RESOURCE TAXES

The Company is subject to mining and income taxes in Canada with the statutory income tax rate at 26.50%.

No deferred tax asset has been recorded in the financial statements as a result of the uncertainty associated with the ultimate realization of these tax assets.

The Company is subject to assessment by Canadian authorities, which may interpret tax legislation in a manner different from the Company. These differences may affect the final amount or the timing of the payment of taxes. When such differences arise, the Company makes provision for such items based on Management’s best estimate of the final outcome of these matters.

FINANCIAL POSITION AND LIQUIDITY

Operating activities

Cash used in operating activities for year ended December 31, 2020, was $1,085,179 versus $Nil for the comparative period in 2019. This is mainly a result of increased general business activities and exploration and evaluation activities in 2020.

Investing activities

Investing activities for the year ended December 31, 2020, amounted to $14,364,303 versus $Nil for the comparative period in 2019. In the year ended December 31, 2020, the Company acquired the Fenn-Gib Property for $13,997,500 and property, plant and equipment for $366,803.

Financing activities

Financing activities for the year ended December 31, 2020, amounted to $18,120,968 compared to $1 for the comparative period in 2019. During the year ended December 31, 2020, the Company issued 46,029,780 common shares for net proceeds of $18,120,968.

Cash resources and liquidity

At December 31, 2020, the Company reported a working capital of $1,833,834 (December 31, 2019 – working capital deficiency of $122,784). Included in working capital at December 31, 2020, was cash of $2,132,245 (December 31, 2019 - $1). At December 31, 2020 and December 31, 2019, the Company had no long-term debt.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and expenses during the year. Actual results could differ from those estimates and judgments. Those areas requiring the use of management estimates and judgments include:

• i) Significant Judgments in Applying Accounting Policies

The areas which require management to make significant judgments in applying the Company’s accounting policies in determining carrying values include, but are not limited to:

• a) Impairment analysis – Mineral Properties

• The Company reviews its mineral properties for impairment based on results to date and when events and changes in

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

circumstances indicate that the carrying value of the assets may not be recoverable. IFRS 6 - Exploration for and evaluation of mineral resources requires the Company to make certain judgments in respect of such events and changes in circumstances, and in assessing their impact on the valuations of the affected assets. The Company’s assessment is that as at December 31, 2020 no indicators of an impairment in the carrying value of its mineral properties had occurred.

ii) Significant Accounting Estimates and Assumptions

The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:

a) Impairment analysis – Mineral Properties

• The Company reviews its mineral properties for impairment based on results to date and when events and changes in circumstances indicate that the carrying value of the assets may not be recoverable. If indicators of impairment are identified, management will perform an impairment test in accordance with IAS 36 – Impairment of assets (“IAS 36”). IAS 36 requires the Company to make certain judgments, assumptions, and estimates in determining the estimate of the net recoverable amount. Impairments are recognized when the carrying values exceed management’s estimate of the net recoverable amounts associated with the affected assets. The values shown on the statement of financial position for Mineral Properties represents the Company’s assumption that the amounts are recoverable. As a result of the numerous variables associated with the Company’s judgments and assumptions, the precision and accuracy of estimates of the recoverable amount is subject to significant uncertainties and may change significantly as additional information becomes known.

b) Stock options

• The stock option pricing model requires the input of highly subjective assumptions, including the expected life and volatility. Changes in the subjective input assumptions can materially affect the fair value estimate.

c) Provision for decommissioning and restoration

The decommissioning and restoration liability and the accretion recorded are based on estimates of future cash flows, discount rates, and assumptions regarding timing. The estimates are subject to change and the actual costs for the decommissioning and restoration liability may change significantly.

d) Deferred taxes

• Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and on unused losses carried forward and are measured using the substantively enacted tax rates that are expected to be in effect when the differences are expected to reverse or losses are expected to be utilized. Deferred tax assets are recorded to recognize tax benefits only to the extent that, based on available evidence (including forecasts), it is probable that they will be realized. The Company has not recorded the benefit of tax losses or deductible temporary differences.

STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS THAT ARE NOT YET EFFECTIVE AND HAVE NOT BEEN ADOPTED EARLY BY THE COMPANY

At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective and have not been adopted early by the Company.

FINANCIAL INSTRUMENTS

The Company’s financial instruments are described in Note 7 to the Company’s December 31, 2020, financial statements.

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

RELATED PARTY TRANSACTIONS

The Company’s related parties include key management personnel and their close family members, and the Company’s directors and their close family members and Heeney Capital Corp, a corporation co-owned by a director of the Company.

Related party transactions are recorded at their exchange amount, being the amount agreed to by the parties.

The Company had transactions and balances with Heeney Capital Corp. and with directors of the Company during the year ended December 31, 2020. Transactions with Heeney Capital Corp are in the nature of monthly consulting services. Transactions with directors are in the nature of consulting services provided to the Company.

The transactions for the year ended December 31, 2020, and for the period from incorporation on July 30, 2019, to December 31, 2019, were as follows:

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The amounts payable at December 31, 2020, and 2019 were included in accounts payable and accrued liabilities as follows:

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December 31, December 31,
2020 2019
-
Payable to Heeney Capital Corp. $ 25,000 $
-
Payable to co-founders 122,785
Payable to key management personnel 17,868 -
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The remuneration expense of key management personnel for the year ended December 31, 2020, and for the period from incorporation on July 30, 2019, to December 31, 2019, were as follows:

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CONTRACTUAL OBLIGATIONS

The Company has no contractual obligations at December 31, 2020.

10

MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

SUBSEQUENT EVENTS

Subsequent to the year ended December 31, 2020, the Company closed its initial public offering on March 11, 2021. The company issued 5,406,900 Common Shares, which included 1,191,111 Common Shares issued pursuant to the exercise of the over-allotment option, at a price of $1.85 per Common Share, for gross proceeds of $10,002,765; and 3,731,000 Common Shares issued as “flow-through shares” within the meaning of the Income Tax Act (Canada), at a price of $2.62 per “flowthrough share”, for gross proceeds of $9,775,220. The Company received $18,437,706 in net proceeds from the initial public offering. The TSX Venture Exchange accepted the Company’s listing application and the Company’s Common Shares commenced trading on March 22, 2021.

On March 24, 2021, the Company issued 1,622 common shares at a fair value of $1.85 per Common Share. The common shares were issued in connection with consulting services provided to the Company.

OTHER MANAGEMENT DISCUSSION AND ANALYSIS REQUIREMENTS

RISKS

Mayfair Gold’s business of exploring and developing mineral resources involves a variety of operational, financial and regulatory risks that are typical in the mining industry. The Company attempts to mitigate these risks and minimize their effect on its financial performance, but there is no guarantee that the Company will be profitable in the future, and investing in the Company’s common shares should be considered speculative.

Mayfair Gold’s business of exploring and developing mineral properties is subject to a variety of risks and uncertainties, including, without limitation:

• risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;

• mining exploration risks, including risks related to accidents, equipment breakdowns or other unanticipated difficulties with or interruptions in production;

• the potential for delays in exploration activities or the completion of studies;

• risks related to the inherent uncertainty of exploration and cost estimates and the potential for unexpected costs and expenses;

• risks related to foreign exchange fluctuations and prices of gold;

• risks related to commodity price fluctuations;

• the uncertainty of profitability based upon the Company's limited life and resultant losses;

• risks related to failure of the Company to obtain adequate financing on a timely basis and on acceptable terms, particularly given recent volatility in the global financial markets;

• risks related to environmental regulation, permitting and liability;

• political and regulatory risks associated with mining and exploration;

• ▪ aboriginal rights and title;

• failure of plant, equipment, processes and transportation services to operate as anticipated;

• possible variations in ore grade or recovery rates, permitting timelines, capital expenditures, reclamation activities, land titles, and social and political developments, and other risks of the mining industry;

• risks related to the COVID-19 pandemic; and

• other risks and uncertainties related to the Company's prospects, properties and business strategy.

In addition, there can be no assurance that any further funding required by the Company will become available to it, and, if so, that it will be offered on reasonable terms, or that the Company will be able to secure such funding. Furthermore, there is no assurance that the Company will be able to secure new mineral properties or projects, or that they can be secured on competitive terms.

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company’s common shares are listed on the TSX Venture Exchange under the symbol MFG. There are an unlimited number of common shares without par value authorized to be issued by the Company.

At April 26, 2021, there are 76,651,007 shares outstanding and 3,650,000 stock options granted by the Company.

DISCLOSURE CONTROLS AND PROCEDURES

Management has established processes to provide sufficient knowledge to support representations that it has exercised reasonable diligence that (i) the financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109"), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:

• (i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

• (ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

The issuer's certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

Certain of the statements made and information contained herein is “forward‐looking information” within the meaning of the Ontario Securities Act. Forward-looking information may include, but is not limited to, statements with respect to the success of exploration activities, future mineral exploration, permitting timelines, requirements for additional capital, sources and uses of funds, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, future remediation and reclamation activities, the timing of activities and the amount of estimated revenues and expenses. Forward‐looking information is based on various assumptions including, without limitation, the expectations and beliefs of management, the assumed long-term price of gold; that the Company can access financing, appropriate equipment and sufficient labour and that the political environment where the Company operates will continue to support the development and operation of mining projects. Should underlying assumptions prove incorrect, or one or more of the risks and uncertainties described below materialize, actual results may vary materially from those described in forward‐looking statements. Accordingly, readers are advised not to place undue reliance on forward‐looking statements.

Forward‐looking information is subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward‐looking information, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or

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MAYFAIR GOLD CORP. Management’s Discussion and Analysis For the year ended December 31, 2020

unexpected geological formations, ground control problems and flooding; delays or the inability to obtain necessary governmental permits or financing; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations; the potential for and effects of labor disputes or other unanticipated difficulties with or shortages of labor or interruptions in production; failure of plant, equipment or processes to operate as anticipated; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, gold price fluctuations; uncertain political and economic environments; changes in laws or policies, and other risks and uncertainties, including those described under Risks.

Historical results of operations and trends that may be inferred from the following discussions and analysis may not necessarily indicate future results from operations. The Company undertakes no obligation to publicly update or review the forwardlooking statements whether as a result of new information, future events or otherwise, other than as required under applicable securities laws.

Cautionary Note to U.S. Investors – Information Concerning Preparation of Resource Estimates

This MD&A has been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. Unless otherwise indicated, all resource and reserve estimates included in this MD&A have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining and Metallurgy Classification System. NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly from the requirements of Industry Guide 7 promulgated by the United States Securities and Exchange Commission (“SEC”) under the United States Securities Act of 1933, as amended, and resource and reserve information contained herein may not be comparable to similar information disclosed by U.S. companies. In particular, and without limiting the generality of the foregoing, the term “resource” does not equate to the term “reserves”. Under U.S. standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The SEC's disclosure standards under Industry Guide 7 do not define the terms and normally do not permit the inclusion of information concerning “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” or other descriptions of the amount of mineralization in mineral deposits that do not constitute “reserves” by U.S. standards in documents filed with the SEC. U.S. Investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category. Under Canadian rules, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Investors are cautioned not to assume that all or any part of an “inferred mineral resource” exists or is economically or legally mineable.

Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report mineralization that does not constitute “reserves” by SEC standards as in place tonnage and grade without reference to unit measures. The requirements of NI 43-101 for identification of “reserves” are also not the same as those of the SEC’s Industry Guide 7, and reserves reported by the Company in compliance with NI 43-101 may not qualify as “reserves” under Industry Guide 7 standards. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with U. S. standards.

On behalf of the Board of Directors,

(Signed) “Patrick Evans”

President & CEO April 26, 2021

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