Mayfair Gold Corp 2025年度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statementsof the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period FORM 40-FPRINCIPAL DOCUMENTS Thefollowing documents,filed as Exhibits 99.1 through 99.3 hereto,are herebyincorporated by reference into this Annual Report on Form 40-F of Mayfair Gold Corp. Annual Information Form for the fiscal year ended December 31, 2025;Management’sDiscussion and Analysis of Financial Condition andResults of Operations for the fiscal year ended December 31, 2025; and(a)(b) Audited Annual Financial Statements for the years ended December 31,2025 and 2024 and notes thereto, together with the Report of IndependentRegistered Public Accounting Firmthereon.(c) Our independent auditor is Davidson & Company LLP, Vancouver, BritishColumbia, Canada (PCAOB Firm ID 731). The Company’s Audited Financial Statements included in this AnnualReport on Form 40-F have been prepared in accordance with InternationalFinancial Reporting Standards, as issued by the International Accounting ADDITIONAL DISCLOSURE Resource and Reserve Estimates The Company’s Annual Information Form for the fiscal year ended December 31, 2025and the Company’s Management’s Discussion and Analysis of Financial Condition andResults of Operations for the fiscal year ended December 31, 2025, which are attachedhereto as Exhibits99.1 and 99.2, respectively, have been prepared in accordance with therequirements of the securities laws in effect in Canada as of December 31, 2025, whichdiffer in certain material respects from the disclosure requirements of United Statessecurities laws.The terms “mineral reserve”, “proven mineral reserve” and “probablemineral reserve” are Canadian mining terms as defined in accordance with CanadianNational Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) Accordingly, information contained and incorporated by reference into this AnnualReport on Form40-F that describes the Company’s mineral deposits may not be Certifications and Disclosure Regarding Controls and Procedures. Certifications.See Exhibits 99.4, 99.5, 99.6 and 99.7 to this Annual Report onForm 40-F.(a) Disclosure Controls and Procedures.As of the end of the Company’s fiscal yearended December 31, 2025, an evaluation of the effectiveness of the Company’s“disclosurecontrols and procedures”was carried out by the Company’smanagement with the participation of the Chief Executive Officer and InterimChief Financial Officer, who are the principal executive officer and principalfinancial officer of the Company, respectively.Based upon that evaluation, theCompany’s Chief Executive Officer and Interim Chief Financial Officer have(b) Management’s Annual Report on Internal Control Over Financial Reporting.(c) This annual report does not include a report of management’s assessmentregarding internal control over financial reporting due to a transition period Attestation Report of the Registered Public Accounting Firm.(d) This annual report does not include an attestation report of the Registrant’sregistered public accounting firm due to a transition period established by rules of Changes in Internal Control Over Financial Reporting.(e) During the fiscal year ended December 31, 2025, there were no changes in theCompany’s internal control over financial reporting. Notices Pursuant to Regulation BTR. None. Identification of the Audit Committee. TheCompany's Board of Directors has a separately-designated standing AuditCommittee (the "Audit Committee") established in accordance with Section 3(a)(58)(A)of the Exchange Act.The members of the Audit Committee are Sean Pi, Christine Hsieh,and Carson Block. The Board of Directors has determined that each member of the AuditCommittee is "independent" within the meaning of Section 803(A) of the NYSE Audit Committee Financial Expert. The Company's Board of Directors has determined that Sean Pi, a member of its AuditCommittee, qualifies as an "audit c