Boa Gold Corp. entered into a nonbinding letter of intent to acquire Mayfair Acquisition Corporation (TSXV:MFA.P) in a reverse merger transaction on September 15, 2023. Boa Gold Corp. entered into an amalgamation agreement to acquire Mayfair Acquisition Corporation (TSXV:MFA.P) in a reverse merger transaction on November 17, 2023. Upon completion of the transaction, the resulting issuer will carry on the business of Boa as a mineral exploration company focused on the exploration of the Copeçal Property. In connection with the transaction, holders of the common shares of Boa will receive one common share in the capital of the Resulting Issuer as consideration for each Boa Share held immediately before the transaction, such that the total consideration payable in connection with the transaction is expected to be approximately 24,899,500 Resulting Issuer Shares, on a post-Consolidation basis. In connection with the transaction, it is anticipated that Mayfair will consolidate its common shares on a 1.5:1 basis. As per the filling of November 20, 2023, total consideration payable in connection with the transaction is expected to be approximately 24,749,500 Resulting Issuer Shares, on a post-Consolidation. Pursuant to the Transaction, Mayfair will: (i) change its name 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 and stock symbol. The board of directors of the Resulting Issuer will be 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. 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 transaction is subject to the parties entering into a definitive agreement on or before December 31, 2023, or such other date as Mayfair and Boa may mutually agree. Completion of the Transaction is also subject to a number of other customary conditions, including obtaining all necessary board, Boa and Mayfair shareholder and regulatory approvals, including TSXV approval. Mayfair?s board of directors have unanimously approved the transaction. Boa's board of directors also approved the transaction. The transaction is currently expected to close in the first quarter of 2024. As of February 8, 2024, shareholders of Boa approved the transaction. TSX Trust Company acted as transfer agent to Mayfair.

Boa Gold Corp. cancelled the acquisition of Mayfair Acquisition Corporation (TSXV:MFA.P) in a reverse merger transaction on April 3, 2024.