Mayfair Gold Corp 2025年度报告

FORM 40-F (Check One) ☐Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 or ☒Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 Commission file number 001-43060 MAYFAIR GOLD CORP. (Exact name of registrant as specified in its charter) 489 McDougall StreetMatheson, Ontario P0K 1N0Canada866-360-5600(Address and Telephone Number of Registrant’s Principal Executive Offices) Puglisi & Associates850 Library Avenue, Suite 204Newark, Delaware 19711(302)738-6680(Name, Address (Including Zip Code) andTelephone Number (Including Area Code)of Agent For Service in the United States) Securities registered or to be registered pursuant to Section 12(b) of the Act. Securities registered or to be registered pursuant to Section 12(g) of the Act.None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose of the period covered by the annual report:67,080,496 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports); and (2) has been subject to such filing requirements for the past 90 days. ☐Yes☒No 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 12months (or for such shorter period that the Registrant was required to submit such files). Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 ofthe Exchange Act.☒ 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 anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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 (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ 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 periodpursuant to §240.10D-1(b).☐ 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.(the “Company” or the “Registrant”): 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; andAudited Annual Financial Statements for the years ended December 31,2025 and 2024 and notes thereto, together with the Report of IndependentRegistered Public Accounting Firmthereon.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 AccountingStandards Board.Therefore, they are not comparable in all respects tofinancial statements of United States companies that are prepared inaccordance with United States generally accepted accounting principles.(a)(b)(c) 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”)and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) -CIMD